Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite, (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord.
Appears in 3 contracts
Samples: Office Lease (Tracon Pharmaceuticals, Inc.), Office Lease (Tracon Pharmaceuticals, Inc.), Office Lease (Tracon Pharmaceuticals Inc)
Transfers. Tenant During the term hereof, no Party shall notsell, without transfer or otherwise dispose of, hypothecate or otherwise encumber (voluntarily or involuntarily) (any such sale, transfer, disposition, hypothecation or encumbrance being referred to as a "transfer") any Common Stock or Transfer Restricted Equivalents except as expressly permitted in this Section 3.1.
(a) Investor or its permitted assigns may transfer shares of Common Stock or Transfer Restricted Equivalents and its rights hereunder to any subsidiary of First Data Corporation or to any Alliance; provided, however, that Investor shall first deliver to the prior Corporation the written consent agreement of Landlordsuch subsidiary or Alliance to be bound by the terms and provisions of this Agreement as though a Party; provided, further, that such Alliance shall not be required to bind any of its Affiliates to any of the provisions of this Agreement; provided, further, that any such Alliance shall be allowed to transfer to any of its Affiliates shares of Common Stock and Transfer Restricted Equivalents received from Investor or its Affiliates, if such Affiliate shall deliver to the Corporation the written agreement of such Affiliate to vote any such shares transferred in accordance with the provisions of Section 2.1 of this Agreement.
(b) A Party may transfer up to 25,000 shares of Common Stock or Transfer Restricted Equivalents during each calendar quarter, subject to compliance with the requirements of the Securities Act.
(c) Any Significant Stockholder may transfer Common Stock or Transfer Restricted Equivalents to any member of such Significant Stockholder's immediate family (including any spouse, parent grandparent, child or grandchild, whether by blood, marriage or adoption), any trust or trustee for the benefit of such person or any entity substantially all of the equity of which is directly or indirectly owned by the transferor and/or one or more of the foregoing persons; provided, however, that such Significant Stockholder shall first deliver to the Corporation a written agreement of such person to be bound by the terms and provisions of this Agreement as though a Party. Any Significant Stockholder may also pledge to a lender in connection with a bona fide personal loan one-third of such Significant Stockholder's Common Stock; provided, however, such Significant Stockholder shall not pledge Common Stock with a market value in excess of $5,000,000 based on the Market Price of the Common Stock on the date of such pledge; provided, further, that so long as any such shares of Common Stock are pledged, such Significant Stockholder shall own at least twice as many shares of Common Stock as have been pledged.
(d) No Party may transfer any shares of Common Stock or Transfer Restricted Equivalents except as provided in Section 3.1(a), (b), (c), (d) or (f). If a Party (the "Transferor") proposes to transfer any shares or Transfer Restricted Equivalents pursuant to this Section 3.1(d), the Transferor shall give written notice (the "Transferor's Notice") to the Corporation and the other Parties (the "Other Parties") that either it proposes to complete a Market Sale of any or all shares of such Party's Common Stock or it has received a bona fide written offer to purchase any or all shares of such Party's Common Stock or Transfer Restricted Equivalents and that such Party desires to transfer any or all of such shares or Transfer Restricted Equivalents. In the case of a Market Sale, the Transferor's Notice shall specify the number of shares of Common Stock to be transferred and the Market Price. In the case of all other proposed transfers pursuant to Section 3.1(d), the Transferor's Notice shall specify the proposed transferee thereof, all material terms of the proposed transaction, including the number of shares of Common Stock or Transfer Restricted Equivalents to be transferred and the amount and type of consideration to be received therefor and shall be accompanied by a copy of such bona fide offer. The shares or Transfer Restricted Equivalents proposed to be transferred as set forth in the Transferor's Notice (the "Transfer Securities") shall be subject to Landlord’s reasonable review the following options:
(i) The Transferor shall offer to sell (the "First Option") all such Transfer Securities to the Other Parties at the Market Price, in the case of a Market Sale, and consideration at the same price per Transfer Security as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion be paid by the proposed transferee (or at the cash equivalent as determined pursuant to this Section 3.1(d)(i)), in all other cases. To the extent the consideration to be paid by the proposed transferee consists of assets other than cash, assignthe cash equivalent of such consideration shall be determined reasonably and in good faith by the Corporation. The cash equivalent determination required by the preceding sentence, mortgagein any particular instance, pledgeshall be made in good faith by the Board of Directors, hypothecate, encumber, excluding therefrom any directors designated by the Transferor or permit any lien to attach to, or otherwise transfer, this Lease the proposed transferee (or any interest hereunderAffiliate thereof), permit who may be counted for quorum purposes but shall abstain from any assignmentsuch decision, or other transfer utilizing any method and/or advisory assistance the Board of this Lease or any interest hereunder by operation Directors deems appropriate, and the Corporation shall give the Transferor and the Other Parties written notice of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use such determination within twenty days after receipt of the Premises or Transferor's Notice. Each Other Party may purchase the number of Transfer Securities equal to the product of (A) the aggregate number of Transfer Securities and (B) a fraction with a numerator equal to the number of shares of Common Stock that such Other Party owns on a Fully Diluted Basis and a denominator equal to the number of shares of Common Stock owned in the aggregate, on a Fully Diluted Basis, by the Other Parties.
(ii) If any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred Other Parties (A) fails to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice (the “Transfer Notice”) shall include Transferor within ten days after (i) receipt of the Transferor's Notice, if the consideration to be paid by the proposed effective date transferee is solely cash; or (ii) receipt of notice of the Transferdetermination by the Board of Directors of the cash equivalent of the consideration to be paid by the proposed transferee that it elects to accept the First Option or (B) by written notice rejects the First Option, in whole or in part, the Transferor shall offer to sell (the "Second Option") the Transfer Securities not so purchased by the Other Parties to the Corporation for cash at the same price as the First Option, and the Transferor shall promptly provide written notice thereof (the "Second Notice") to the Corporation and the Other Parties. The Second Option may be accepted by the Corporation by written notice delivered to the Transferor within the ten days after receipt of the Second Notice.
(iii) If the Corporation (A) fails to notify the Transferor within ten days after receipt of the Second Notice that it elects to exercise the Second Option or (B) by written notice rejects the Second Option, in whole or in part, the Transferor shall offer to sell (the "Third Option") the Transfer Securities not purchased pursuant to the First Option or the Second Option for cash at the same price as the First Option to the Other Parties which exercised the First Option in full, and the Transferor shall promptly provide written notice thereof (the "Third Notice") to the Corporation and the Other Parties. Such Other Parties may purchase the number of Transfer Securities as they shall mutually agree, or, in absence of such agreement, that number equal to the product of (A) the aggregate number of Transfer Securities remaining following the First Option and the Second Option and (B) a fraction with a numerator equal to the number of shares of Common Stock that such Other Party owns on a Fully Diluted Basis and a denominator equal to the number of shares of Common Stock owned in the aggregate, on a Fully Diluted Basis, by each Other Party which elects to exercise the Third Option, without reference to the number of shares of Common Stock owned by any Other Party not eligible or declining to exercise the Third Option. Each Other Party eligible to participate in the Third Option shall have ten days to provide written notice to the Transferor of its election to exercise the Third Option. Unless, through exercise of the First Option, the Second Option or the Third Option (collectively, the "Options"), all the Transfer Securities proposed to be less transferred in the Transferor's Notice are to be acquired by the Corporation and Other Parties, the Transferor may transfer any Transfer Securities covered by the Transferor's Notice which are not purchased by the Corporation or the Other Parties in the market, in the case of a Market Sale, and to the proposed transferee upon the terms of such transfer set forth in the Transferor's Notice, in all other cases; provided, however, that such transfer must occur no later than thirty (30) days nor more than one hundred eighty (180) 60 days after the date the Transferor's Notice was received by the Corporation or five days after the expiration or termination of delivery any waiting period applicable to such transfer pursuant to the HSR Act, whichever is later. If any of the Options is exercised, the Transferor shall transfer any such shares or Transfer NoticeRestricted Equivalents (free of all liens and encumbrances except this Agreement) to the respective purchasers thereof within 20 days after the date such offer is accepted by the Corporation and/or Other Parties, as applicable, against delivery by the purchasers of the consideration for such shares; provided, however, that, if the HSR Act is applicable to the Options, such date shall be extended to the date which is five days after the date the applicable waiting period expires or is terminated.
(e) Other than transfers pursuant to Section 3.1(b), (c), or (f), or Market Sales pursuant to Section 3.1(d), no transfers of shares of Common Stock or Transfer Restricted Equivalents shall be made unless prior to the consummation thereof, the Party transferring such shares delivers to the Corporation in form reasonably acceptable to the Corporation a written agreement of the proposed transferee to become a Party and be bound by the terms hereof.
(f) In the case of any tender or exchange offer made pursuant to Section 14(d) of the Securities Exchange Act of 1934, as amended, any Party shall be permitted (i) on or before December 31, 1999, to tender shares of Common Stock to the offeror if such tender offer or exchange offer is recommended by the Board of Directors and (ii) after December 31, 1999 to tender shares of Common Stock to the offeror whether or not the tender or exchange offer is recommended by the Board of Directors, provided that such Party complies with Section 3.1(d), as modified as follows:
(i) a description Party may transfer its shares or Common Stock Equivalents only if the Transferor has delivered the Transferor's Notice not later than ten business days prior to expiration of such tender or exchange offer;
(ii) in an exchange offer, when the Board of Directors is required to determine the cash equivalent of the portion consideration being offered, the value of securities which are publicly traded shall be deemed to be the Market Price of such securities on the date of the Premises to be transferred (Transferor's Notice and the “Subject Space”) which must be separately demisable if not the entirety Board of Directors shall make such determination within two business days of receipt of the Premises or the entirety of an existing separately demised suite, Transferor's Notice; and
(iii) all the time periods during which the Options may be exercised shall be reduced as follows: the First Option must be exercised within two business days of receipt of the terms Transferor's Notice, the Second Option must be exercised within two business days of receipt of the proposed Transfer Second Notice, and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining Third Option must be exercised not later than one business day prior to the proposed Transferdate the tender or exchange offer is to expire.
(g) Transfers pursuant to Sections 3.1(a) and 3.1(b) shall not be subject to Section 3.1(d). Any purported transfer of Common Stock or Transfer Restricted Equivalents by a Party which is not permitted by the foregoing provisions of this Section, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents which is in connection with the documentation violation of such Transferprovisions, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, shall be null, void and of no effect, force and shall, at Landlord’s option, constitute a Default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlordeffect whatsoever.
Appears in 2 contracts
Samples: Stockholders Agreement (Imall Inc), Stockholders Agreement (First Data Corp)
Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, ,” as that term is defined in Section 14.3 14.3, below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord Landlord, which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. E, and (vi) such other information as Landlord may reasonably require. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by LandlordSection 19.1.
Appears in 2 contracts
Samples: Office Lease (Spinal Elements Holdings, Inc.), Office Lease (Spinal Elements Holdings, Inc.)
Transfers. Tenant shall not, without the prior written consent of LandlordLandlord (such consent not to be unreasonably withheld, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other casesconditioned or delayed), assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, in a form reasonably approved by Tenant, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default default by Tenant under this Lease. Whether or not Landlord consents to Except in connection with any proposed TransferPermitted Transfer (as defined below), Tenant shall pay Landlord’s reasonable review and processing fees in the amount of $1,500.00fees, as well as any reasonable professional fees (including property manager’sincluding, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) actually incurred by Landlord upon Landlord, but not to exceed two thousand dollars ($2,000) with respect to any single Transfer so long as Tenant and the earlier to occur of proposed transferee execute Landlord’s consentstandard form of consent document without material negotiation, or within thirty (30) days after written request by Landlord, whether or not Landlord consents to any proposed Transfer.
Appears in 2 contracts
Samples: Consent to Sublease (Arlo Technologies, Inc.), Office Lease (Arlo Technologies, Inc.)
Transfers. Tenant Except as expressly contemplated hereby or by the Merger Agreement or as required by a court of competent jurisdiction or by any applicable Law, during the time period from the date hereof through the expiration of the Term, the Stockholder shall notnot (directly or indirectly), without the prior written consent of Landlordsell, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other casestransfer, pledge, encumber, assign, mortgage, pledgedistribute, hypothecate, encumber, or permit any lien to attach to, tender or otherwise transferdispose of, this Lease including by way of merger, consolidation, share exchange or any interest hereundersimilar transaction, permit any assignment, whether voluntarily or other transfer of this Lease or any interest hereunder by operation of lawlaw (collectively, sublet a “Transfer”), or enforce the Premises provisions of any redemption, share purchase or sale, recapitalization or other agreement with Clearwire or any part thereofother person, or enter into any license contract, option or concession agreements other arrangement or otherwise permit understanding with respect to the occupancy voting of or use any Transfer (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwise) of, any of the Premises Existing Clearwire Shares beneficially owned by the Stockholder, any Clearwire Shares acquired by the Stockholder after the date hereof, any securities exercisable or exchangeable for or convertible into shares of Clearwire Common Stock, any other capital stock of Clearwire or any part thereof by interest in any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred foregoing. Notwithstanding the foregoing, upon prior written notice to collectively as “Transfers” Sprint containing the name of the transferee and any person the number of Clearwire Shares Transferred, the Stockholder shall be permitted to whom any Transfer is made or sought Clearwire Shares beneficially owned by the Stockholder to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice (the “Transfer Notice”) shall include (i) the proposed effective date any member of the Transfergroup disclosed in the Stockholder’s Statement on Schedule 13D to be filed with the SEC disclosing this Agreement, which shall not be less than thirty or to any controlled Affiliate of any such member, provided that such member is a party to a voting agreement with Sprint of even date herewith substantially identical to this Agreement (30) days nor more than one hundred eighty (180) days after the date of delivery and such member certifies to Sprint’s reasonable satisfaction that such transfer is to another member of the Transfer Notice, group disclosed in the Stockholder’s Statement on Schedule 13D to be filed with the SEC disclosing this Agreement or to a controlled Affiliate of such member) or (ii) a description to any Affiliate of the portion of the Premises Stockholder, provided such Affiliate agrees in writing with Sprint to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite, (iii) all of bound by the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and this Agreement pursuant to a copy of all existing executed and/or proposed joinder or other documentation pertaining reasonably satisfactory to the proposed Transfer, including all existing operative documents to be executed to evidence Sprint. No such Transfer to any such Affiliate or the agreements incidental member or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation controlled Affiliate of such Transfermember shall relieve the Stockholder of any of its obligations pursuant to this Agreement. For the avoidance of doubt, re-registration of any Clearwire Shares from a physical certificate into book-entry form or from book-entry form into a physical certificate will not (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, itself) constitute a Default by Tenant Transfer under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by LandlordAgreement.
Appears in 2 contracts
Samples: Voting and Sale Agreement (Crest Financial LTD), Voting and Sale Agreement (Sprint Nextel Corp)
Transfers. Except with respect to "Permitted Transfers," as that term is defined in Section 14.8 below, Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires Landlord’s 's consent to any Transfer, except with respect to Permitted Transfers, Tenant shall notify Landlord in writing, which Notice notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty twenty (3020) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “"Transfer Premium”", as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer requiring Landlord's consent and made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a Default default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s 's reasonable review and processing fees in the amount of $1,500.00fees, as well as any reasonable professional fees (including property manager’sincluding, without limitation, attorneys’', accountants’', architects’', engineers’ ' and consultants’ ' fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord; provided that such costs and expenses shall not exceed Two Thousand Five Hundred and 00/100 Dollars ($2,500.00) for a Transfer in the ordinary course of business. Landlord and Tenant hereby agree that a proposed Transfer shall not be considered "in the ordinary course of business" if such particular proposed Transfer involves the review of documentation by Landlord on more than two (2) occasions.
Appears in 2 contracts
Samples: Office Lease (Zeltiq Aesthetics Inc), Office Lease (Zeltiq Aesthetics Inc)
Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty fifteen (3015) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer sublease or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transferassignment document, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereofthereof (subject to Landlord executing a reasonable confidentiality agreement), business credit and personal references and history (v) a list of Hazardous Materials, certified by the proposed Transferee to be true and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibilitycorrect, character, and reputation of that the proposed Transferee, nature of such Transferee’s business and proposed Transferee intends to use of or store in the Subject Space, and (vvi) an executed estoppel certificate from Tenant in the form attached hereto such other information as Exhibit E. Landlord may reasonably require. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s grant consent, or 908728.01/SD 374622.00146/4-30-21/MLT/bp ActiveUS 186012966v.2 within thirty (30) days after written request by Landlord, Tenant shall pay to Landlord Two Thousand Five Hundred Dollars ($2,500.00) to reimburse Landlord for its review, processing, and legal fees incurred by Landlord in connection with Tenant’s proposed Transfer.
Appears in 2 contracts
Samples: Lease (Dyne Therapeutics, Inc.), Lease (Dyne Therapeutics, Inc.)
Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, : (A) mortgage, pledge, hypothecate, encumber, or permit any lien to attach toto this Lease or any interest hereunder without the prior written consent of Landlord, which consent may be withheld in Landlord’s sole discretion; nor (B) without the prior written consent (except as otherwise provided in SECTION 14.7 below) of Landlord, which consent will not be unreasonably withheld, conditioned or delayed, assign, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors contractors; (all of the foregoing (in Clauses (A) and (B)) are hereinafter sometimes referred to collectively as “TransfersTRANSFERS” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “TransfereeTRANSFEREE”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “Transfer NoticeTRANSFER NOTICE”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty twenty (3020) days nor more than one hundred eighty ninety (18090) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject SpaceSUBJECT SPACE”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (iii) all of the terms TCCs of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, TRANSFER PREMIUM,” as that term is defined in Section SECTION 14.3 below, in connection with such Transfer, (iv) the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right Transfer (excluding confidential information and documents (other than financial information required pursuant to require subsection (v) below) as determined by Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transferits reasonable business judgment), (ivv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, Space and (vvi) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit EXHIBIT E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00shall, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord, reimburse Landlord for all reasonable and actual out-of-pocket third-party costs and expenses incurred by Landlord in connection with its review of a proposed Transfer; provided that such costs and expenses shall not exceed One Thousand and No/100 Dollars ($1,000.00) for a Transfer in the ordinary course of business.
Appears in 2 contracts
Samples: Sublease Agreement (Exact Sciences Corp), Office Lease (Exact Sciences Corp)
Transfers. Tenant shall not, without the prior written consent of --------- Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty twenty (3020) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite"), (iii) all of the material terms of the proposed Transfer and the consideration therefor, therefor (including calculation of the “"Transfer Premium”", as that term is defined in Section 14.3 below, in connection with such Transfer), the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, and (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto such other information as Exhibit E. Landlord may reasonably require. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a Default default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s 's review and processing fees in the amount of $1,500.00fees, as well as any reasonable professional legal fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord, which fees shall not exceed One Thousand and No/100 Dollars ($1,000.00) for a Transfer in the ordinary course of business.
Appears in 2 contracts
Samples: Office Lease (Entravision Communications Corp), Office Lease (Entravision Communications Corp)
Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history (v) a list of Hazardous Materials, certified by the proposed Transferee to be true and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibilitycorrect, character, and reputation of that the proposed Transferee, nature of such Transferee’s business and proposed Transferee intends to use of or store in the Subject SpacePremises, and (vvi) an executed estoppel certificate from Tenant in the form attached hereto such other information as Exhibit E. Landlord may reasonably require. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s grant consent, or within thirty (30) days after written request by Landlord, Tenant shall pay to Landlord Two Thousand Five Hundred Dollars ($2,500.00) to reimburse Landlord for its review and processing fees, and Tenant shall also reimburse Landlord for any reasonable legal fees incurred by Landlord in connection with Tenant’s proposed Transfer.
Appears in 2 contracts
Samples: Lease Agreement (Harpoon Therapeutics, Inc.), Lease (Harpoon Therapeutics, Inc.)
Transfers. Tenant shall not, without the prior written consent of LandlordLandlord (which, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval more particularly set forth in Landlord’s sole and absolute discretion in all other casesSection 14.2, below, shall not be unreasonably withheld, conditioned, or delayed), assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees employees, invitees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires requires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer consent documents in connection with the documentation of Landlord’s consent to such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, Space and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00fees, as well as any reasonable out-of-pocket professional fees (including property manager’sincluding, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord, in an amount not to exceed Two Thousand Five Hundred and No/100 Dollars ($2,500.00) in the aggregate, but such limitation of fees shall only apply to the extent such Transfer is in the ordinary course of business. Landlord and Tenant hereby agree that a proposed Transfer shall not be considered “in the ordinary course of business” if such Transfer involves the review of documentation by Landlord on more than two (2) occasions.
Appears in 2 contracts
Samples: Sublease Agreement (Mast Therapeutics, Inc.), Office Lease (Santarus Inc)
Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, : (A) mortgage, pledge, hypothecate, encumber, or permit any lien to attach toto this Lease or any interest hereunder without the prior written consent of Landlord, which consent may be withheld in Landlord's sole discretion; nor (B) without the prior written consent (except as otherwise provided in SECTION 14.7 below) of Landlord, which consent will not be unreasonably withheld, conditioned or delayed, assign, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors contractors; (all of the foregoing (in Clauses (A) and (B)) are hereinafter sometimes referred to collectively as “Transfers” "TRANSFERS" and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”"TRANSFEREE"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “Transfer Notice”"TRANSFER NOTICE") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty twenty (3020) days nor more than one hundred eighty ninety (18090) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite"SUBJECT SPACE"), (iii) all of the terms TCCs of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, "TRANSFER PREMIUM," as that term is defined in Section SECTION 14.3 below, in connection with such Transfer, (iv) the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right Transfer (excluding confidential information and documents (other than financial information required pursuant to require subsection (v) below) as determined by Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transferits reasonable business judgment), (ivv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space, Space and (vvi) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit EXHIBIT E. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a Default default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00shall, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord, reimburse Landlord for all reasonable and actual out-of-pocket third-party costs and expenses incurred by Landlord in connection with its review of a proposed Transfer; provided that such costs and expenses shall not exceed One Thousand and No/100 Dollars ($1,000.00) for a Transfer in the ordinary course of business.
Appears in 2 contracts
Samples: Office Lease (Exact Sciences Corp), Office Lease (Exact Sciences Corp)
Transfers. Tenant (i) Each Consenting Creditor agrees that, for the duration of the period commencing on the date hereof and ending on the date on which this Agreement is terminated in accordance with Section 6 or 11, such Consenting Creditor shall notnot sell, without the prior written consent of Landlordtransfer, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other casesloan, assign, mortgageissue, pledge, hypothecate, encumber, or permit any lien to attach to, assign or otherwise transferdispose of (each, this Lease a “Transfer”), directly or indirectly, in whole or in part, any of its claims or any interest hereunder, permit any assignment, or other transfer of this Lease option thereon or any right or interest hereunder by operation of law, sublet the Premises therein or any part thereofother claims against or interests in any Paragon Party (collectively, or enter into the “Claims”) (including grant any license or concession agreements or otherwise permit the occupancy or use of the Premises proxies, deposit any Notes or any part thereof by other claims against or interests in the Company or any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made Paragon Party into a voting trust or sought to be made is hereinafter sometimes referred to as entry into a “Transferee”). If Tenant desires Landlord’s consent voting agreement with respect to any Transfersuch Notes or such other claims against or interests in the Company), Tenant shall notify Landlord in writing, which Notice (unless the “Transfer Notice”) shall include transferee thereof either (i) is a Consenting Creditor or its affiliate, provided that such affiliate shall agree in writing to be bound by the proposed effective date terms of the Transferthis Agreement, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, or (ii) a description prior to such Transfer, agrees in writing for the benefit of the portion of the Premises Parties to become a Consenting Creditor and to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite, (iii) bound by all of the terms of this Agreement applicable to Consenting Creditors (including with respect to any and all Claims it already may hold against or in the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer Company or the agreements incidental or related any other Paragon Party prior to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant executing a joinder agreement substantially in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effectC (a “Joinder Agreement”), and shalldelivering an executed copy thereof within two (2) business days following such execution, at Landlord’s optionto (i) Weil, constitute Gotshal & Xxxxxx LLP (“Weil”), counsel to the Company, (ii) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP (“Xxxxxxx”), counsel to the administrative agent to the Revolver Lenders, and (iii) Paul, Weiss, Rifkind, Wharton, & Xxxxxxxx LLP (“Xxxx Xxxxx” and, with Xxxxxxx, the “Consenting Creditors’ Counsel”), counsel to certain of the 6.75% Senior Noteholders and the 7.25% Senior Noteholders, in which event (A) the transferee (including the Consenting Creditor transferee, if applicable) shall be deemed to be a Default by Tenant Consenting Creditor hereunder to the extent of such transferred rights and obligations and (B) the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this LeaseAgreement to the extent of such transferred rights and obligations; provided that this Section 4(b)(i) shall not apply to the grant of any liens or encumbrances in favor of a bank or broker-dealer holding custody of securities in the ordinary course of business, or a Noteholder acting in such capacity in the ordinary course of its business and which lien or encumbrance is released upon the Transfer of such securities. Whether Each Consenting Creditor agrees that any Transfer of any Claims that does not comply with the terms and procedures set forth herein shall be deemed void ab initio, and the applicable Paragon Party and each other Consenting Creditor shall have the right to enforce the voiding of such Transfer. For the avoidance of doubt, the foregoing restrictions on Transfer shall not be violated as a result of Notes currently being out for loan pursuant to a securities lending program so long as the Consenting Noteholder recalls such Notes (and the settlement of such recall occurs) prior to the voting record date as fixed by the Bankruptcy Court. Notwithstanding anything to the contrary in this Agreement, Claims or other claims of a Consenting Creditor subject to this Agreement (including Section 4(b)) shall not Landlord consents include any Claim or other claims held in a fiduciary capacity or held or acquired by any other division, business unit or trading desk of such Consenting Creditor (other than the division, business unit or trading desk expressly identified on the signature pages hereto), unless and until such division, business unit or trading desk is or becomes a party to this Agreement.
(ii) Notwithstanding Section 4(b)(i): (A) a Consenting Creditor may Transfer its Claims to an entity that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker become a Party; provided that (1) with respect to any proposed TransferTransfer of the Notes (x) if such transfer is made on or before the voting record date established by the Bankruptcy Court, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00such Qualified Marketmaker must transfer such right, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred title or interest by Landlord upon the earlier to occur of Landlord’s consent(a) ten (10) business days after its receipt thereof and (b) 11:59 p.m. prevailing Eastern Time on the voting record date and (y) if such transfer is made after the voting record date, such Qualified Marketmaker must transfer such right, title or interest by ten (10) business days after its receipt thereof, (2) with respect to any Transfer of Claims other than the Notes, if such Transfer is made on or before the voting record date established by the Bankruptcy Court, such Qualified Marketmaker must transfer such right, title or interest by 11:59 p.m. prevailing Eastern Time on the voting record date and (3) with respect to the Transfer of all Claims, any subsequent Transfer by such Qualified Marketmaker of the right, title or interest in such Claims, is to a transferee that is or becomes a Consenting Creditor at the time of such transfer; and (B) to the extent that a Consenting Creditor is acting in its capacity as a Qualified Marketmaker, it may Transfer any right, title or interest in Claims that the Qualified Marketmaker acquires from a holder of the Claims who is not a Consenting Creditor without the requirement that the transferee be or become a Consenting Creditor. Notwithstanding the immediately preceding clause (A), a Qualified Marketmaker that is an affiliate of, or separate business unit or division of, any of the Consenting Creditors and that fails to transfer Claims within thirty the time period set forth above shall not be required to become a Party to this Agreement as a result of such failure. For these purposes, a “Qualified Marketmaker” means an entity that (30x) days after written request by Landlordholds itself out to the market as standing ready in the ordinary course of its business to purchase from customers and sell to customers claims against the Company (including debt securities or other debt) or enter with customers into long and short positions in claims against the Company (including debt securities or other debt), in its capacity as a dealer or market maker in such claims against the Company, and (y) is in fact regularly in the business of making a market in claims against issuers or borrowers (including debt securities or other debt).
Appears in 2 contracts
Samples: Plan Support Agreement (Paragon Offshore PLC), Plan Support Agreement (Paragon Offshore PLC)
Transfers. Except in connection with a Permitted Transfer (as that term is defined in Section 14.8 below), Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant Tenant, its wholly-owned subsidiaries, its Clients and its Business Partners (as defined in Section 14.9 below), and their respective employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, and (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. . Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees in the amount of $1,500.00fees, as well as any reasonable professional fees (including property manager’sincluding, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by LandlordLandlord , provided that such fees shall not exceed Two Thousand Five Hundred Dollars ($2,500) for any such Transfer request made in the ordinary course, and no such fee shall be payable in connection with a Permitted Transfer.
Appears in 2 contracts
Samples: Lease (Decipher Biosciences, Inc.), Lease (Decipher Biosciences, Inc.)
Transfers. Except as otherwise expressly provided herein, Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, : (i) assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of lawLaw or otherwise, (ii) sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise (iii) permit the occupancy or use of the Premises or any part thereof by any persons Persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person Person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”), or (iv) advertise the Premises for Lease for Transfers. If Tenant desires shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice shall include: (the “Transfer Notice”) shall include (ia) the proposed effective date of the Transfer, (which shall not be less than thirty (30) days nor more than one hundred eighty (180) 90 days after the date of delivery of the Transfer NoticeTenant’s notice), (iib) a description of the portion of the Premises to be transferred Transferred (herein called the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (iiic) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”name, as that term is defined in Section 14.3 below, in connection with such Transfer, the name address and address of background information concerning the proposed Transferee, and a true and complete copy of all existing executed and/or proposed documentation pertaining to the proposed TransferTransfer documentation, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, and (ivd) current financial statements (balance sheets and income/expense statements for the current and prior three (3) years) of the proposed Transferee (Transferee, in form and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor detail reasonably satisfactory to Landlord, certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee Transferee, and any other information reasonably required by Landlord which will to enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto such other information as Exhibit E. Landlord may reasonably require. Any Transfer made without Landlord’s prior written consent shall, complying with this Article shall at Landlord’s option, option be null, void and of no effect, and shall, at Landlord’s option, or shall constitute a Default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfershall grant consent, Tenant shall pay a reasonable fee (but not less than $500.00) towards Landlord’s review and processing fees in the amount of $1,500.00expenses, as well as any reasonable professional legal fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord.. In no event shall any Transferee be: (w) an existing tenant of the
Appears in 2 contracts
Samples: Office Lease (New Relic Inc), Office Lease (New Relic Inc)
Transfers. Tenant shall not, without the prior written consent of LandlordLandlord (which, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval more particularly set forth in Landlord’s sole and absolute discretion in all other casesSection 14.2, below, shall not be unreasonably withheld, conditioned, or delayed), assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, Space and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00fees, as well as any reasonable professional fees (including property manager’sincluding, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord, in an amount not to exceed Two Thousand Five Hundred and No/100 Dollars ($2,500.00) in the aggregate, but such limitation of fees shall only apply to the extent such Transfer is in the ordinary course of business. Landlord and Tenant hereby agree that a proposed Transfer shall not be considered “in the ordinary course of business” if such Transfer involves the review of documentation by Landlord on more than two (2) occasions.
Appears in 2 contracts
Samples: Office Lease (SERVICE-NOW.COM), Office Lease (Volcano Corp)
Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration except as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other casesotherwise expressly provided herein, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” "TRANSFERS" and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”"TRANSFEREE"). If Where Landlord's consent to a proposed Transfer is required under this Article 14, if Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “Transfer Notice”"TRANSFER NOTICE") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty fifteen (3015) business days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite"SUBJECT SPACE"), (iii) all of the material terms of the proposed Transfer and the consideration therefor, therefor (including calculation of the “"Transfer Premium”, ," as that term is defined in Section 14.3 below, in connection with such Transfer), the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, and (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord.such PEREGRINE SYSTEMS CORPORATE CENTER [Peregrine Systems]
Appears in 2 contracts
Samples: Office Lease (Peregrine Systems Inc), Office Lease (Peregrine Systems Inc)
Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty forty-five (3045) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto such other information as Exhibit E. Landlord may reasonably require. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default default by Tenant under Section 19.1.7 of this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00fees, as well as any reasonable professional legal fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord.
Appears in 2 contracts
Samples: Office Lease (Advanced Medical Optics Inc), Office Lease (Intralase Corp)
Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty fifteen (3015) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer sublease or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transferassignment document, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereofthereof (subject to Landlord executing a reasonable confidentiality agreement), business credit and personal references and history (v) a list of Hazardous Materials, certified by the proposed Transferee to be true and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibilitycorrect, character, and reputation of that the proposed Transferee, nature of such Transferee’s business and proposed Transferee intends to use of or store in the Subject Space, and (vvi) an executed estoppel certificate from Tenant in the form attached hereto such other information as Exhibit E. Landlord may reasonably require. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s grant consent, or within thirty (30) days after written request by Landlord, Tenant shall pay to Landlord Two Thousand Five Hundred Dollars ($2,500.00) to reimburse Landlord for its review, processing, and legal fees incurred by Landlord in connection with Tenant’s proposed Transfer.
Appears in 2 contracts
Samples: Lease (Dyne Therapeutics, Inc.), Lease (Dyne Therapeutics, Inc.)
Transfers. Tenant shall not, by operation of law or --------- otherwise, (a) assign, transfer, mortgage, pledge, hypothecate or otherwise encumber this Lease, the Premises or any part of or interest in this Lease or the Premises, (b) grant any concession or license within the Premises, (c) sublet all or any part of the Premises or any right or privilege appurtenant to the Premises, or (d) permit any other party to occupy or use all or any part of the Premises (collectively, a "Transfer"), without the prior written consent of -------- Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other casesconsent shall not be unreasonably withheld, assignconditioned or delayed. This prohibition against a Transfer includes, mortgagewithout limitation, pledge, hypothecate, encumber, (i) any subletting or permit any lien to attach to, or assignment which would otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder occur by operation of law, sublet the Premises merger, consolidation, reorganization, transfer or other change of Tenant's corporate or proprietary structure; (ii) an assignment or subletting to or by a receiver or trustee in any part thereoffederal or state bankruptcy, insolvency, or enter into any license other proceedings; (iii) the sale, assignment or concession agreements transfer of all or otherwise permit the occupancy or use substantially all of the Premises assets of Tenant, with or any part thereof by any persons other than without specific assignment of Lease; (iv) the change in control in a partnership; or (v) conversion of Tenant to a limited liability entity. If Tenant converts to a limited liability entity without obtaining the prior written consent of Landlord: (i) the conversion shall be null and void for purposes of the Lease, including the determination of all obligations and liabilities of Tenant and its employees partners to Landlord; (ii) all partners of Tenant immediately prior to its conversion to a limited liability shall be fully liable, jointly and contractors severally, for obligations of Tenant accruing under this Lease pre-conversion and post-conversion, and all members and other equity holders in Tenant post-conversion shall be fully liable for all obligations and liabilities of Tenant accruing under the Lease after the date such members and other equity holders are admitted to the limited liability entity as if such person or entity had become a general partner in a partnership; and (all iii) Landlord shall have the option of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”)declaring Tenant in default under this Lease. If Tenant desires requests Landlord’s 's consent to any Transfer, then Tenant shall notify provide Landlord in writing, which Notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) with a written description of the portion all terms and conditions of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite, (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements copies of the proposed Transferee (documentation, and financial statements for such Transferee’s prior two (2) fiscal years) the following information about the proposed transferee: name and any address; reasonably satisfactory information about its business and business history; its proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history use of the Premises; a copy of the proposed Transferee sublease or assignment agreement; banking, financial and any other information reasonably required by Landlord which will credit information; and general references sufficient to enable Landlord to determine the financial responsibility, proposed transferee's creditworthiness and character, and reputation of . In addition to its right to approve or reject the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Landlord shall have the option, upon written notice to Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written the receipt of such information concerning the proposed transferee, to (x) sublease the applicable space on the terms and conditions of this Lease or (y) in the case of a proposed assignment or proposed subletting for all or substantially all of the Term, to terminate this Lease as to the space so affected as of the date of the proposed assignment or such subletting, in which event the provisions of this Lease governing such space shall terminate (except for any provisions that pursuant to this Lease expressly survive such termination); provided, however, that -------- ------- Landlord's rights set forth in this sentence shall not apply if (A) the proposed subletting is for less than fifty percent (50%) of the Premises and (B) the proposed term of such subletting is for less than a four (4) year term (including any renewal terms). Landlord's consent to a Transfer shall not release Tenant from performing its obligations under this Lease, but rather Tenant's transferee shall assume all of Tenant's obligations under this Lease in a writing satisfactory to Landlord, and Tenant and its transferee shall be jointly and severally liable therefor. Landlord's consent to any Transfer shall not waive Landlord's rights as to any subsequent Transfer. While the Premises or any part thereof are subject to a Transfer, Landlord may collect directly from such transferee all rents or other sums relating to the Premises becoming due to Tenant or Landlord and apply such rents and other sums against the Rent and any other sums payable hereunder. If the aggregate rental, bonus or other consideration paid by a transferee for any such space exceeds the sum of (y) Tenant's Rent to be paid to Landlord for such space during such period and (z) Tenant's costs and expenses actually incurred in connection with such Transfer, including reasonable brokerage fees, reasonable costs of finishing or renovating the space affected and reasonable cash rental concessions, which costs and expenses are to be amortized over the term of the Transfer, then fifty percent (50%) of such excess shall be paid to Landlord within thirty (30) days after such amount is earned by Tenant. Such overage amounts in the case of a sublease shall be calculated and adjusted (if necessary) on a Lease Year (or partial Lease Year) basis, and there shall be no cumulative adjustment for the Term. Landlord shall have the right to audit Tenant's books and records relating to the Transfer. Tenant authorizes its transferees to make payments of rent and any other sums due and payable, directly to Landlord upon receipt of notice from Landlord to do so. Any attempted Transfer by Tenant in violation of the terms and covenants of this Article IX shall be void and shall constitute a default by ---------- Tenant under this Lease. In the event that Tenant requests that Landlord consider a sublease or assignment hereunder, Tenant shall pay Landlord's reasonable attorneys' fees and costs incurred by Landlord in connection with the consideration of such request by Landlordor such sublease or assignment.
Appears in 2 contracts
Samples: Lease Agreement (Network Access Solutions Corp), Lease Agreement (Network Access Solutions Corp)
Transfers. Tenant shall not, without the prior written consent of Landlord, (except as otherwise provided in Section 14.7 or Section 14.8 below), which is consent shall not be unreasonably withheld, conditioned or delayed (subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other casesthe terms of’ Section 14.2, below), assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty twenty (3020) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a an executed copy of all existing executed and/or proposed documentation pertaining to effectuating the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the and all agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereofthereof or by a certified public accountant, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Landlord shall approve or disapprove of the proposed Transfer within ten (10) days (the “Review Period”) after Landlord’s receipt of the applicable Transfer Notice. In the event that Xxxxxxxx fails to notify Tenant in writing of such approval or disapproval within such Review Period, Tenant may send a reminder notice. If Landlord fails to respond within ten (10) additional days after such reminder, Landlord shall be deemed to have approved such Transfer. Any Transfer made without Landlord’s prior written consent or, to the extent applicable, Xxxxxxxx’s deemed consent as aforesaid, shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default by Tenant under this Lease. Whether or not Landlord consents to any proposed TransferTransfer (but other than for failure by Landlord to respond), Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord, reimburse Landlord for all reasonable and actual out-of-pocket costs and expenses incurred by Landlord in connection with its review of a proposed Transfer, provided that such costs and expenses shall not exceed $3,000.00 for a Transfer in the ordinary course of business.
Appears in 2 contracts
Samples: Office Lease (ServiceTitan, Inc.), Office Lease (ServiceTitan, Inc.)
Transfers. Tenant (a) Holder agrees that until the earlier of the consummation of the Closing or the valid termination of the Merger Agreement in accordance with its terms it shall not, and shall cause its Affiliates not to, without the SPAC’s prior written consent of Landlordconsent, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, (i) Transfer any or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred Covered Shares; (ii) grant any proxies or powers of attorney with respect to collectively as any or all of the Covered Shares; or (iii) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting Holder’s ability to perform its obligations under this Agreement. The Company hereby agrees that it shall not permit any Transfer of the Covered Shares in violation of this Agreement.
(b) In the event the Business Combination is consummated, Holder shall not Transfer any Equity Securities of the Company Beneficially Owned by it, him or her immediately following the Effective Time (such Equity Securities, the “TransfersShareholder Lock-Up Securities” and any person such obligation not to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice (the “Transfer NoticeShareholder Lock-up”) during the period commencing on the Closing Date and continuing through the date that is 180 days after the Closing Date. Notwithstanding the foregoing, if, subsequent to the Effective Time, the volume-weighted average price of Company Ordinary Shares on NASDAQ (or the U.S. exchange on which the Company Ordinary Shares are then listed) exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like recapitalization) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing Date, the Shareholder Lock-Up Securities shall include be released from the Shareholder Lock-up.
(c) Notwithstanding the provisions set forth in Sections 2(a) or 2(b), Transfers of the Covered Shares or other Equity Securities of the Company and that are held by Holder or any of his, her or its permitted transferees (that have complied with this Section 2(c)), are permitted (i) in the proposed effective date case of the Transferan entity, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date to any officer, director or affiliate of delivery of the Transfer Notice, Holder; (ii) a description of in the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety case of an existing separately demised suiteindividual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; or (iii) all in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; provided, however, that in the terms case of clauses (i) through (iii), such permitted transferees must, before any such Transfer is effected, enter into a written agreement with SPAC (if prior to the proposed Transfer Effective Time) and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents Company agreeing to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified bound by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees Agreement (including property manager’s, attorneys’, accountants’, architects’, engineers’ the provisions relating to voting and consultants’ feestransfer restrictions).
(d) incurred by Landlord upon Holder agrees during the earlier Voting Period to occur not take or agree or commit to take any action that would make any representation and warranty of Landlord’s consent, or within thirty (30) days after written request by LandlordHolder contained in this Agreement inaccurate in any material respect.
Appears in 2 contracts
Samples: Support Agreement (Alpha Tau Medical Ltd.), Support Agreement (Healthcare Capital Corp/De)
Transfers. Tenant shall not, without the prior written consent of LandlordLandlord (except as otherwise provided in Section 14.8, below), which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other casesconsent shall not be unreasonably withheld, assign, sublease, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”), and any such Transferee approved by Landlord shall be referred to as an “Approved Transferee”. If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees in the amount of $1,500.00fees, as well as any reasonable professional fees (including property manager’sincluding, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord.
Appears in 2 contracts
Samples: Sublease Agreement (Oportun Financial Corp), Sublease Agreement (Oportun Financial Corp)
Transfers. Except as otherwise provided herein, Tenant shall not, --------- without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license license, "co-location" or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty fifteen (3015) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “"Transfer Premium”", as that term is defined in Section 14.3 below, in connection with such Transfer, the ------------ name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit ------- E. Any Transfer made without Landlord’s 's prior written consent shall, at -- Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a Default default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s 's review and processing fees in the amount of $1,500.00fees, as well as any reasonable professional fees (including property manager’sincluding, without limitation, attorneys’', accountants’', architects’', engineers’ ' and consultants’ ' fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by LandlordLandlord not to exceed $1,000 per Transfer.
Appears in 2 contracts
Samples: Telecommunications Office Lease (Equinix Inc), Telecommunications Office Lease (Equinix Inc)
Transfers. Tenant shall not, without the prior written consent (a) Each transferee or assignee of Landlord, which is any Shares subject to Landlord’s reasonable review this Agreement shall continue to be subject to the terms hereof and consideration as shall execute and deliver a Joinder pursuant to assignments which such transferee or assignee shall confirm their agreement to be subject to and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder bound by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” provisions set forth in this Agreement, and any person to whom any Transfer is made such successor or sought permitted assignee shall be deemed to be made is hereinafter sometimes referred to as a “Transferee”)party hereto in the capacity specified in such Joinder. If Tenant desires Landlord’s consent to any Transfer, Tenant The Company shall notify Landlord in writing, which Notice (not permit the “Transfer Notice”) shall include (i) the proposed effective date transfer of the Transfer, which Shares subject to this Agreement on its books or issue a new certificate representing any such Shares unless and until such transferee shall not be less than thirty (30) days nor more than one hundred eighty (180) days have complied with the terms of this Section 6.2. Each certificate representing the Shares subject to this Agreement if issued on or after the date of delivery of this Agreement shall be endorsed by the Transfer Notice, (ii) a description of Company with the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite, (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined legend set forth in Section 14.3 below6.11. Notwithstanding the foregoing or anything to contrary elsewhere in this Agreement, a transferee of Shares shall not be bound by the provisions of this Agreement or required to execute and deliver a Joinder if such transferee is not, at the time, party to this Agreement in any capacity and provided such transferee receives only Common Stock (other than Common Stock issued upon conversion of Preferred Stock) in connection with such transfer from an Investor who is not, at the time, also a Key Holder or a Transferee Shareholder under this Agreement.
(b) With respect to any transfer or assignment of Preferred Stock (or Common Stock issued upon conversion of Preferred Stock) subject to this Agreement made by an Investor prior to the date hereof, the transferee or assignee of such Preferred Stock (or Common Stock issued upon conversion of Preferred Stock) shall be deemed to be a party hereto as an Investor and a Shareholder under this Agreement, notwithstanding any failure to execute and deliver an adoption agreement, counterpart signature page hereto or other written instrument in the form required by the terms of this Agreement in effect as of the date of such transfer or assignment; in addition, any Joinder entered into by such transferee or assignee of such Preferred Stock (or Common Stock issued upon conversion of Preferred Stock), whether or not in the form required by the terms of this Agreement in effect as of the date of such transfer or assignment, shall be deemed to satisfy any requirement of such prior version of this Agreement to enter into an adoption agreement, counterpart signature page hereto or other written instrument of any form.
(c) With respect to any transfer or assignment of Shares subject to this Agreement made by a Key Holder prior to the date hereof, which transfer constitutes an Exempt Transfer (as defined below), the transferee or assignee of such Shares shall be deemed to be a party hereto as a Key Holder and a Shareholder under this Agreement, notwithstanding any failure to execute and deliver an adoption agreement, counterpart signature page hereto or other written instrument in the form required by the terms of this Agreement in effect as of the date of such transfer or assignment; in addition, any Joinder entered into by such transferee or assignee of such Shares, whether or not in the form required by the terms of this Agreement in effect as of the date of such transfer or assignment, shall be deemed to satisfy any requirement of such prior version of this Agreement to enter into an adoption agreement, counterpart signature page hereto or other written instrument of any form.
(d) With respect to any transfer or assignment of Shares subject to this Agreement made by a Key Holder prior to the date hereof, which transfer does not constitute an Exempt Transfer, the name transferee or assignee of such Shares shall be deemed to be a party hereto as a Transferee Shareholder and address a Shareholder under this Agreement, notwithstanding any failure to execute and deliver an adoption agreement, counterpart signature page hereto or other written instrument in the form required by the terms of this Agreement in effect as of the proposed Transfereedate of such transfer or assignment; in addition, any Joinder entered into by such transferee or assignee of such Shares, whether or not in the form required by the terms of this Agreement in effect as of the date of such transfer or assignment, shall be deemed to satisfy any requirement of such prior version of this Agreement to enter into an adoption agreement, counterpart signature page hereto or other written instrument of any form.
(e) For the avoidance of doubt, a Shareholder may constitute a Key Holder, an Investor and/or a Transferee Shareholder under this Agreement, and constituting one type of Shareholder (i.e., as a copy Key Holder, an Investor or a Transferee Shareholder) under this Agreement shall not be construed to affect such Shareholder’s status as a different type of all existing executed and/or proposed documentation pertaining to the proposed Transfera Shareholder (i.e., including all existing operative documents to be executed to evidence such Transfer as a Key Holder, an Investor or the agreements incidental or related to such Transfera Transferee Shareholder), provided that Landlord shall have such Shareholder continues to meet the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation definition of such Transfer, (iv) current financial statements type of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default by Tenant Shareholder under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by LandlordAgreement.
Appears in 2 contracts
Transfers. Tenant No Borrower shall notTransfer any of its real or personal property or issue or cause or permit a direct or indirect Transfer or Lien upon its own direct or indirect Equity Interests, without except for the following:
(a) In each case to the extent entered into in the ordinary course of business and made to a Person that is not an Affiliate of any Borrower, (i) Transfers of Cash Equivalents for property or services of equivalent value, (ii) inventory or property that has become obsolete or worn out and (iii) non-exclusive licenses of Intellectual Property;
(i) any Transfer of any personal property (other than their own Equity Interests or Equity Equivalents) by any Borrower to any other Borrower to the extent any resulting Investment constitutes a Permitted Investment, (ii) any Restricted Payment by any Borrower permitted pursuant to Section 8.5, (iii) any distribution by Parent of the proceeds of Restricted Payments from any other Borrower to the extent permitted in Section 8.5, and (iv) any transaction permitted pursuant to Section 8.9;
(c) so long as no (x) monetary Default or other Event of Default has occurred and is continuing, (y) no Change of Control shall result therefrom and (z) upon at least thirty (30) days’ prior written consent notice to the Administrative Agent, (i) Transfer by any Borrower (other than Parent) of Landlordits own Equity Interests to Parent, (ii) any direct or indirect Transfer by Parent of its own Equity Interests or Transfer of Parent’s Equity Interests among the Permitted Investors, (iii) any direct or indirect Transfer by Parent of its own Equity Interests to any Person other than the Permitted Investors; provided, however, in the case of this clause (iii), if such Transfer consists of the Transfer of greater than 20% of such interests of Parent (with the express understanding that no Transfer is permitted if a Change of Control shall result therefrom), such Transfer shall be subject to the approval of the Lenders in accordance with their reasonable standards with respect to (A) previous relationships between such Lender and the proposed transferee, (B) the reputation for integrity, honesty and veracity of the proposed transferee and its principals, owners, officers and directors, and (C) OFAC, money-laundering, anti-terrorism, SEC, healthcare laws and regulations, and other similar regulations and activities, which is subject approval shall not be unreasonably withheld, conditioned or delayed (provided that the Borrowers provide timely information reasonably requested by Lenders with respect to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”such proposed manager). If Tenant desires Landlord’s consent Notwithstanding anything in any Loan Document to any Transferthe contrary, Tenant shall notify Landlord in writing, which Notice (the “Transfer Notice”) shall include following Transfers are permitted: (i) the proposed effective date trading or issuance of Equity Interests of Emeritus or Blackstone in the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Noticepublic or private markets, (ii) a description issuance, transfer or sale of Equity Interests of Emeritus or Blackstone in connection with the portion merger, reorganization or consolidation of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises Emeritus or the entirety of an existing separately demised suiteBlackstone, (iii) transfers of the limited partnership interests of Blackstone and its Affiliates, and (iv) any merger or consolidation of Emeritus or Blackstone into or with, or a sale of substantially all of the terms asset of Emeritus or Blackstone to any Person; provided, however, the managing member or manager, as the case may be, shall not be transferred.
(d) the Transfer for value of Westlake or Boynton, or the Parent’s interest in the related Borrowers, or the Whittier Residence; provided that all Net Cash Proceeds of such Transfer be applied to the outstanding principal of the proposed Transfer Term Loans in accordance with Section 2.6(b);
(e) entering into, modifying, amending, renewing, terminating in the ordinary course of business any resident care agreement or service agreement for ancillary services; and
(f) entering into, modifying or amending any Lease (other than resident care agreements and service agreements for ancillary services) in the consideration thereforordinary course on market terms; provided, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transferhowever, the name and address of the proposed Transferee, and a copy total square footage of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord leases shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and not exceed 2,500 square feet at any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made Facility without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of LandlordLender’s consent, or within thirty (30) days after written request by Landlord.
Appears in 1 contract
Samples: Credit Agreement (Emeritus Corp\wa\)
Transfers. Tenant shall not, without the prior written consent of LandlordLandlord (which consent shall not be unreasonably withheld, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other casesconditioned or delayed), assign, mortgage, pledge, hypothecate, encumber, or permit any lien (not otherwise prohibited under Article 9) to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant Tenant, Tenant’s parent company, sister entities and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “Transfer Notice”) shall include (i) the proposed effective date of the TransferTransfer (the “Contemplated Effective Date”), which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereofofficer of the Transferee, business credit and personal references and history of the proposed Transferee Transferee, business references and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees in the amount of $1,500.00fees, as well as any reasonable professional fees (including property manager’sincluding, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord, the total amount of such review fee(s) not to exceed not to exceed $1,500.00 in the aggregate for any requested assignment or sublease (said amount to be inclusive of any and all consultant, professional and/or attorney fees and Landlord’s internal review), unless the requested documentation is unusually extensive or complex or requires excessive amounts of attorney time.
Appears in 1 contract
Samples: Office Lease (HMS Holdings Corp)
Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration except as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other casesotherwise expressly provided herein, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” "TRANSFERS" and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”"TRANSFEREE"). If Where Landlord's consent to a proposed Transfer is required under this Article 14, if Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “Transfer Notice”"TRANSFER NOTICE") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty fifteen (3015) business days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite"SUBJECT SPACE"), (iii) all of the material terms of the proposed Transfer and the consideration therefor, therefor (including calculation of the “"Transfer Premium”, ," as that term is defined in Section 14.3 below, in connection with such Transfer), the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, and (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space, and such other information as Landlord may reasonably require. Landlord shall approve or disapprove of the proposed Transfer within fifteen (v15) an executed estoppel certificate from Tenant in business days after Landlord's receipt of the form attached hereto as Exhibit E. Any applicable Transfer Notice including all items required pursuant to the immediately preceding sentence. Where Landlord's consent to a proposed Transfer is required under this Article 14, any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a Default default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord.Section 19.1.2
Appears in 1 contract
Samples: Office Lease (Peregrine Systems Inc)
Transfers. Tenant shall not, without the prior written consent of --------- Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person entity to whom any Transfer -50- TISHMAN WARNER CENTER VENTURE, LLC [20th Century Industries; 6303 Owensmouth] is made or sought to be made is hereinafter sometimes referred to as a “Transferee”"TRANSFEREE"). Any sublease of the Premises shall be for a term which does not exceed the remaining term of this Lease. If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “Transfer Notice”"TRANSFER NOTICE") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty forty-five (3045) days nor more than one hundred eighty (180) days (or one (1) year, for any proposed assignment of all of Tenant's interest in this Lease or a sublease of substantially all of the Premises for substantially all of the remainder of the Lease Term) after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite"SUBJECT SPACE"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “"Transfer Premium”", as that term is defined in Section 14.3 SECTION 11.3 below, in ------------ connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, and (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord Landlord, which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto such other information as Exhibit E. Landlord may reasonably require. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a Default default by Tenant under this LeaseTenant. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing 's reasonable legal fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or in connection with any proposed Transfer within thirty (30) days after written request by Landlordthe execution of the relevant documents evidencing the Transfer.
Appears in 1 contract
Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, : (A) mortgage, pledge, hypothecate, encumber, or permit any lien to attach toto this Lease or any interest hereunder without the prior written consent of Landlord, which consent shall not be unreasonably withheld; nor (B) without the prior written consent (except as otherwise provided in Section 14.7, below) of Landlord, which consent will not be unreasonably withheld, conditioned or delayed, assign, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors contractors; (all of the foregoing (in Subsection 14.1 (A) and (B)) are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty twenty (3020) days nor more than one hundred eighty sixty (18060) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (iii) all of the terms TCCs of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, ,” as that term is defined in Section 14.3 below, in connection with such Transfer, (iv) the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (ivv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, Space and (vvi) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. E-1. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00shall, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord, reimburse Landlord for all reasonable and actual out-of-pocket third-party costs and expenses incurred by Landlord in connection with its review of a proposed Transfer; provided that such costs and expenses shall not exceed One Thousand Dollars ($1,000) for a Transfer in the ordinary course of business.
Appears in 1 contract
Samples: Office Lease (3com Corp)
Transfers. Tenant shall not, without the prior written consent of --------- Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty forty-five (3045) days nor more than one hundred eighty (18018O) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite"), (iii) all of the material terms of the proposed Transfer and the consideration therefor, therefor (including calculation of the “"Transfer Premium”", as that term is defined in Section 14.3 below, in connection with such Transfer), the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, and (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto such other information as Exhibit E. Landlord may reasonably require. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a Default default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord.Section 19.1.7
Appears in 1 contract
Samples: Office Lease (Venture Catalyst Inc)
Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, assign or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, 26 or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). Notwithstanding the foregoing and upon written notice to Landlord, Tenant may assign this Lease to any of Tenant's Affiliates provided that the Transferee(s) assume the obligations of Tenant hereunder pursuant to an instrument reasonably acceptable to Landlord and further provided that the Transfer is not a subterfuge by Tenant to avoid its obligations under this Lease (the foregoing is hereinafter sometimes referred to as a "Permitted Transfer"). In no event may Tenant mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, this Lease. If Tenant desires shall desire Landlord’s 's consent to any Transfer other than a Permitted Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty forty-five (3045) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “"Transfer Premium”, ," as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, and (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord Landlord, which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto such other information as Exhibit E. Landlord may reasonably require. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a Default default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfershall grant consent, Tenant shall pay Landlord’s 's review and processing fees in the amount of $1,500.00fees, as well as any reasonable professional legal fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ feessuch legal fees not to exceed One Thousand Five Hundred Dollars ($1,500.00) per Transfer) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord.
Appears in 1 contract
Samples: Office Lease (Microage Inc /De/)
Transfers. Tenant acknowledges that the economic concessions and rental rates set forth in this Lease were negotiated by Landlord and Tenant in consideration of, and would not have been granted by Landlord but for, the specific nature of the leasehold interest granted to Tenant hereunder, as such interest is limited and defined by various provisions throughout this Lease, including, but not limited to, the provisions of this Article 14 which define and limit the transferability of such leasehold interest. Tenant further acknowledges and agrees that the leasehold estate granted to Tenant hereunder is not a transferable interest in property. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “Transfer Notice”) shall include include: (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, ; (ii) a description of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite, ); (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, ,” as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, ; (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required requested by Landlord within five (5) days after its initial receipt of the Transfer Notice, which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and ; (v) an executed estoppel certificate from Tenant in Tenant; and (vi) such other information as Landlord may reasonably request within five (5) days after its initial receipt of the form attached hereto as Exhibit E. Transfer Notice. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfershall grant consent, Tenant shall pay Landlord’s review and processing fees in the amount of (not to exceed $1,500.00500), as well as any reasonable professional legal fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord. Notwithstanding the provisions of Section 14.2 or any other provision of this Article 14, Landlord’s consent to any mortgage, pledge, hypothecation, encumbrance or lien upon Tenant’s interest in this Lease shall be subject to Landlord’s sole and absolute discretion, and shall be void until and unless such consent of Landlord is given in writing.
Appears in 1 contract
Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject 14.1 The Seller agrees not to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, directly or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, indirectly Transfer or enter into any license agreement to directly or concession agreements or otherwise permit indirectly Transfer the occupancy or use of Santa Xxxx Project, the Premises Mining Rights or any part portion thereof by or any persons other than Tenant and its employees and contractors (right therein, except expressly subject to the satisfaction of all of the foregoing are hereinafter sometimes referred conditions set forth in this Section 14. Any Transfer or purported Transfer that does not comply with this Section 14 shall be void ab initio. The Seller shall be permitted to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord directly or indirectly, in writing, which Notice (the “Transfer Notice”) shall include whole or in part: (i) the proposed effective date Santa Xxxx Project, including the Mining Rights or any portion thereof or any right therein; or (ii) its rights and obligations under this Agreement, in each case only so long as the following conditions precedent set forth below are satisfied. If such conditions are satisfied in respect of a Transfer that constitutes a Transfer to a bona fide third party purchaser of the applicable part or parts of the Mining Rights (and not to a mortgagee, chargeholder, encumbrancer or surviving company after completion of a merger, arrangement, consolidation or spin-out transaction), the Seller shall be released from its obligations under this Agreement upon the completion of such Transfer. The conditions precedent are as follows:
(a) the Seller shall provide the Buyer with at least 30 days prior written notice of its intent to Transfer;
(b) any purchaser, merged company, transferee, successor or assignee shall, as a condition precedent to the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery agree in writing in favour of the Transfer NoticeBuyer (in form and content satisfactory to the Buyer in its sole discretion) to abide by and be bound by this Agreement and all terms, obligations and covenants contained herein;
(iic) a description any purchaser, merged company, transferee, successor or assignee shall, in the reasonable judgment of the portion Buyer, have the financial capability and commitment to advance or continue the operation and development of the Premises to Santa Xxxx Project and shall otherwise be transferred (capable of performing the “Subject Space”) which must be separately demisable if not the entirety obligations of the Premises Seller under this Agreement;
(d) the Buyer, in its judgment in its sole discretion, shall not, as a result of such Transfer, suffer or be reasonably likely to suffer a material adverse effect in relation to the entirety transactions set forth in this Agreement; and
(e) any transferee that is a mortgagee, chargeholder or encumbrancer agrees to obtain an agreement in writing in favour of an existing separately demised suitethe Buyer from any subsequent purchaser or transferee of such mortgagee, (iii) all of chargeholder or encumbrancer that such subsequent mortgagee, chargeholder or encumbrancer will be bound by the terms of the proposed Transfer Agreement, as applicable and to the consideration thereforextent possible.
14.2 The Seller may relinquish, including calculation surrender, abandon or terminate all or any part of the “Transfer Premium”Mining Rights if the Seller reasonably determines that the cost of maintaining such relinquished, as surrendered, abandoned or terminated Mining Rights is not justified. If the Seller acquires, reacquires, restakes or relocates any Mining Rights that term cover or relate to or are contiguous with or appurtenant to any portion of the Santa Xxxx Project that was released, surrendered, abandoned, terminated, lapsed or relinquished, this Agreement shall apply fully to such acquired, reacquired, restaked or relocated portion.
14.3 The Seller may enter into a joint venture with another Person or Persons with respect to the Santa Xxxx Project provided that:
(a) the Seller shall provide the Buyer with at least 30 days prior written notice of its intent to enter into a joint venture in respect of the Santa Xxxx Project;
(b) the Seller retains at least a 50% undivided interest in the Santa Xxxx Project;
(c) the Seller is defined at all times the operator of the Santa Xxxx Project;
(d) each joint venture counterparty agrees to sell any and all Refined Bullion attributable to it to the Buyer pursuant to the terms of this Agreement; and
(e) each joint venture participant agrees in Section 14.3 belowa document, in connection or documents, acceptable to the Buyer, acting reasonably, with such Transferthe Seller, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee Buyer and any other information reasonably required by Landlord which will enable Landlord joint venture participant to determine assume on a joint and several basis with the financial responsibility, character, and reputation Seller all of the proposed Transferee, nature of such Transferee’s business obligations and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default by Tenant duties under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by LandlordAgreement.
Appears in 1 contract
Samples: Senior Secured Gold Stream Credit Agreement (Golden Phoenix Minerals Inc)
Transfers. Tenant shall not, not do any of the following (each a "TRANSFER") without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, : (1) assign, mortgage, pledge, hypothecate, encumbertransfer, or permit any lien to attach to, or otherwise transfer, encumber this Lease or any estate or interest hereunderherein, permit any assignment, whether directly or other transfer of this Lease or any interest hereunder by operation of law, (2) permit any other entity to become Tenant hereunder by merger, consolidation or other reorganization, (3) if Tenant is an entity other than a corporation whose stock is publicly traded, permit the transfer of an ownership interest in Tenant so as to result in a change in the current control of Tenant, (4) sublet all or any portion of the Premises, (5) grant any license, concession, or other right of occupancy of all or any portion of the Premises, or (6) permit the use of the Premises or by any part thereofparties other than Tenant. Tenant may request Landlord's consent to a Transfer by delivering to Landlord a written description of all terms and conditions of the proposed Transfer, copies of the proposed documentation, and the following information about the proposed transferee: its name and address; reasonably satisfactory 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 credit worthiness and character. Landlord shall not unreasonably withhold its consent to any requested Transfer if the proposed transferee (A) is creditworthy in accordance with Landlord's then-current credit standards for prospective tenants of the Complex of the proposed transferee's type and size, (B) has a good reputation in the business community, (C) in Landlord's opinion does not compete with any tenant in the Complex, and (D) is not another tenant of the Complex; otherwise, Landlord may withhold its consent in its sole discretion. Notwithstanding the foregoing, the Tenant named herein ("ADESSO") shall be entitled to assign the entirety of its interest under this Lease to any entity which controls, is controlled by, or enter into is under common control with Adesso, or to any license entity which results from a merger of, reorganization of, or concession agreements consolidation with Adesso ("PERMITTED NEW TENANT"), without Landlord's consent upon delivering to Landlord an instrument executed by such Permitted New Tenant by which such Permitted New Tenant unconditionally assumes all liabilities and obligations of the Tenant under this Lease and agrees to observe and be bound by all terms and provisions hereof. Landlord shall have no right to terminate this Lease or otherwise permit to be paid any consideration in connection with any Transfer to a Permitted New Tenant in accordance with the occupancy terms of the foregoing sentence. Concurrently with each request for Landlord's consent to a 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 Landlord's attorney fees incurred in connection with considering any request for consent to a Transfer. If Landlord consents to a proposed Transfer, the proposed transferee shall deliver to Landlord a written agreement whereby 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. No Transfer shall release Adesso from its obligations under this Lease, but, rather, Adesso shall remain jointly and severally liable with any transferee for the obligations and liabilities of the tenant under this Lease; following any transfer, Adesso's liabilities and obligations hereunder shall remain primary, rather than in the nature of a guarantee or use surety. Landlord's consent to any Transfer shall not waive Landlord's rights as to any subsequent Transfers. If an Event of Default occurs while the Premises or any part thereof by any persons are subject to a Transfer, then Landlord, in addition to its other than remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against the Rent and falling due hereunder from time to time. Tenant authorizes its employees and contractors (all transferees to make payments of the foregoing are hereinafter sometimes referred rent directly to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice (the “Transfer Notice”) shall include (i) the proposed effective date upon receipt of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite, (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable notice from Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default by Tenant under this Leasedo so. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in for the amount cost of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred demising walls or other improvements necessitated by Landlord upon the earlier to occur of Landlord’s consent, a proposed subletting or within thirty (30) days after written request by Landlordassignment.
Appears in 1 contract
Samples: Office Lease (Adesso Healthcare Technology Services Inc)
Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, 811311.04/WLA 378421-00002/2-14-20/mem/mem -34- 000 XXXXXXX XXXXXXXXX [Akero Therapeutics, Inc.] this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively individually as a “Transfer,” and, collectively, as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, and (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. . Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default default by Tenant under this Lease after the expiration of any applicable notice and cure period expressly set forth in this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00fees, as well as any reasonable professional fees (including property manager’sincluding, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon Landlord, not to exceed Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) for a Transfer in the earlier to occur ordinary course of Landlord’s consentbusiness, or within thirty (30) days after written request by Landlord.
Appears in 1 contract
Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other casesshall not be unreasonably withheld, assignconditioned or delayed if Landlord does not exercise its rights under Section 14.4 below, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, assign or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of lawLaw, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “Transfer Notice”) shall include (ia) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (iib) a description of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (iiic) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, Premium (as that term is defined in Section 14.3 below, ) in connection with such Transfer, the name and address of the proposed Transferee, Transferee and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, and (ivd) current financial statements of the proposed Transferee and such other information as Landlord may reasonably require. If there are any changes in the terms and conditions from those specified in the Transfer Notice (and financial statements for i) such Transferee’s prior two that Landlord would initially have been entitled to refuse its consent to such Transfer under this Section 14.1, or (2ii) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of which would cause the proposed Transfer to be more favorable to the Transferee than the terms set forth in Tenant’s original Transfer Notice, Tenant shall again submit the Transfer to Landlord for its approval and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibilityaction under this Article 14 (including Landlord’s right of recapture, characterif any, and reputation under Section 14.4 of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. this Lease). Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfershall grant consent, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00fees, as well as any reasonable professional legal fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier Landlord, in no event to occur of Landlord’s consentexceed $1,500, or within thirty (30) days after written request by Landlord. Notwithstanding any contrary provision of this Lease, if Tenant or any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent to a proposed Transfer or otherwise has breached its obligations under this Article 14, Tenant’s and such Transferee’s only remedy shall be to seek a declaratory judgment and/or injunctive relief, and Tenant, on behalf of itself and, to the extent permitted by Law, such proposed Transferee waives all other remedies against Landlord, including without limitation, the right to seek monetary damages or to terminate this Lease.
Appears in 1 contract
Samples: Lease Agreement (DMC Global Inc.)
Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees (for purposes hereof, “employees” shall include independent contractors, consultants, and contractors partners performing services for Tenant at the Premises without the payment of rent to Tenant and not occupying the Premises pursuant to a sublease or in separately demised space) (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”), except for Transfers allowed pursuant to Section 14.7. If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty ten (3010) business days nor more than one two hundred eighty seventy (180270) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (iii) all of the material terms of the proposed Transfer and the consideration therefor, therefor (including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below14.3, in connection with such Transfer), the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, and (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, the nature of such Transferee’s business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto such other information as Exhibit E. Landlord may reasonably require. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees in the amount of $1,500.00fees, as well as any reasonable professional legal fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord, not to exceed in the aggregate $2,500 per consent request.
Appears in 1 contract
Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements for the occupancy of the Premises or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person or entity to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “"Transfer Premium”", as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s 's standard consent to Transfer documents in connection with the documentation of any consent to such Transfer, and (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. . Any Transfer made without Landlord’s 's prior written consent (to the extent required hereunder) shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a Default default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s 's review and processing fees in the amount of $1,500.00fees, as well as any reasonable professional fees (including property manager’sincluding, without limitation, attorneys’', accountants’', architects’', engineers’ ' and consultants’ ' fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord, provided, however, the foregoing fees shall not exceed Two Thousand Five Hundred and 00/100 Dollars ($2,500.00) for a Transfer in the ordinary course of business.
Appears in 1 contract
Samples: Office Lease (DermTech, Inc.)
Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty fifteen (3015) business days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (iii) all of the material terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current the most recent audited annual financial statements of the proposed Transferee (and or, in the case of unaudited financial statements, the most recent annual financial statements for such Transferee’s prior two (2) fiscal years) and any of the proposed guarantor Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto such other information as Exhibit E. Landlord may reasonably require. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default default by Tenant under this Lease. Whether Each time Tenant requests Landlord’s consent to a proposed Transfer, whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s grant consent, or within thirty (30) days after written request by Landlord., as Additional Rent hereunder, Tenant shall pay to Landlord One Thousand Five Hundred Dollars ($1,500) to reimburse Landlord for its review and processing fees, and Tenant shall also reimburse Landlord for any reasonable legal fees incurred by Landlord in connection with Tenant’s proposed Transfer (so long as Tenant utilizes Landlord’s standard form transfer and consent documents without material modification, Landlord legal fees shall not exceed $2,000). Notwithstanding anything to the contrary contained in this Article 14, so long as Tenant delivers to Landlord (i) written notice at least fifteen (15) days prior to the effective date of an assignment or subletting of the Premises to any Permitted Transferee, which notice shall set forth the name of the Permitted
Appears in 1 contract
Samples: Office Lease (Serena Software Inc)
Transfers. Tenant shall notThe Lessee recognizes that the operational experience of the Lessee as set forth in the proposal was given special consideration by the Lessor in the public selection process undertaken by the Lessor for the award of this Lease. Therefore, Lessee agrees that except as permitted pursuant to subparagraphs (a), (b) and (c) below, or as specifically approved pursuant Section 10.14 below, no Transfer may be made, suffered or created by the Lessee, or any Owner without the prior written consent of Landlordthe City Manager which consent shall not be unreasonably withheld or delayed. The City Manager, in his sole discretion, may, but shall not be obligated to, present any request for Transfer to the City Commission for its final approval. The following Transfers shall be permitted hereunder:
(a) Any Transfer directly resulting from the foreclosure of Lessee‟s Leasehold Estate, provided that such purchaser or grantee is an institutional investor or an agent, designee or nominee of an institutional investor which is subject to Landlord’s reasonable review wholly owned or controlled by an institutional investor, and consideration as to assignments that such purchaser or grantee within six (6) months after taking possession of the Premises, shall have entered into an agreement for the management and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises with an Acceptable Operator or is itself an Acceptable Operator;
(b) any part thereof Transfer to an Acceptable Operator consented to by any persons other the City Manager;
(c) the issuance of stock or stock options to Lessee‟s directors, officers, or employees, provided the stock or stock options issued constitute, in the aggregate, less than Tenant and its employees and contractors fifteen percent (all 15%) of the foregoing are hereinafter sometimes referred issued and outstanding stock of Lessee; The Parties hereby acknowledge and agree that anything herein to collectively as the contrary notwithstanding, the “Transfersgoing public” by Lessee, including, but not limited to, the filing of a registration statement with the Securities and any person Exchange Commission, the creation of one or more classes of stock and the offering of shares of stock to whom any the public for purchase, shall not constitute a Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”)hereunder and shall not require the consent of the Lessor. If Tenant desires Landlord’s Any consent to a Transfer shall not waive any Transfer, Tenant shall notify Landlord in writing, which Notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Lessor's rights to consent to a subsequent Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the . Any Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite, (iii) all made in violation of the terms of the proposed Transfer hereof shall be null and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no force and effect, and shall, at Landlord’s option, constitute a Default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord.
Appears in 1 contract
Samples: Lease Agreement
Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person or entity to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty fifteen (3015) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “"Transfer Premium”", as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed TransferTransfer (including, without limitation, any executed sublease or assignment agreement, as the case may be), including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, and (iv) if Tenant proposes to assign the Lease other than to a Permitted Transferee Assignee, current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, thereof and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Notwithstanding the foregoing, in the event that (A) stock in the entity which constitutes the proposed Transferee (as opposed to an entity that "controls" or is otherwise an "affiliate" of the proposed Transferee, as those terms are defined in Section 14.7 of this Lease) is publicly traded on a national stock exchange, and (B) the proposed Transferee has its own, separate and distinct 10K and 10Q filing requirements (as opposed joint or cumulative filings with an entity that controls the proposed Transferee or with entities which are otherwise affiliates of the proposed Transferee) and such entity’s financial information is readily available in the public domain, then Tenant's obligation to provide Landlord with a copies of financial statement pursuant to clause (iv) of the preceding sentence shall be deemed satisfied. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a Default default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s 's reasonable review and processing fees in the amount of $1,500.00fees, as well as any reasonable professional fees (including property manager’sincluding, without limitation, attorneys’', accountants’', architects’', engineers’ ' and consultants’ ' fees) incurred by Landlord upon the earlier Landlord, not to occur of Landlord’s consentexceed $3,500.00 for a particular Transfer, or within thirty (30) days after written request by Landlord.
Appears in 1 contract
Samples: Office Lease (Okta, Inc.)
Transfers. Tenant (a) Each of the Parties other than the Just Energy Entities (the “Supporting Creditors”), solely with respect to itself (as expressly identified and limited on its signature page to this Agreement or Joinder Agreement (as defined below), as applicable), shall notnot sell, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other casestransfer, assign, mortgage, pledge, hypothecate, encumberparticipate, donate, or otherwise encumber or dispose of, directly or indirectly (including through derivatives, options, swaps, pledges, forward sales, or other transactions in which any Person receives the right to own or acquire any current or future interest in) (each, a “Transfer”), or permit a Transfer of, directly or indirectly, in whole or in part, any lien to attach toof its Claims or, or otherwise transferin each case, this Lease any option thereon or any right or interest hereunder, permit any assignment, or other transfer of this Lease therein or any interest hereunder by operation of lawother claims against the Company (including grant any proxies, sublet the Premises or deposit any part thereofClaims into a voting trust, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent voting agreement with respect to any Transfersuch Claims), Tenant shall notify Landlord in writing, which Notice (unless the “Transfer Notice”) shall include transferee thereof either (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, is a Supporting Creditor or (ii) a description before or contemporaneously with such Transfer, agrees in writing for the benefit of the portion of the Premises Parties to become a Party and to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite, (iii) bound by all of the terms of this Agreement applicable to the proposed Transfer and the consideration thereforSupporting Creditor who is a transferor (such Supporting Creditor, including calculation of the “Transfer PremiumTransferor”), as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and by executing a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant joinder agreement substantially in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effectE (a “Joinder Agreement”), and shalldelivering an executed copy thereof within two (2) business days after such Transfer to (1) Kxxxxxxx & Exxxx LLP (“K&E”) and Oxxxx Xxxxxx Harcourt LLP (“Osler”), at Landlordcounsel to the Just Energy Entities, (2) Akin Gump Sxxxxxx Hxxxx & Fxxx LLP (“Akin”) and Cxxxxxx Xxxxx & Bxxxxxxxx LLP (“Cassels”), and counsel to the Plan Sponsor, and (3) MxXxxxxx Txxxxxxx LLP (“MxXxxxxx”) and Cxxxxxx & Cxxxxx LLP (“Cxxxxxx”), counsel to the Supporting Secured CF Lenders and the Credit Facility Agent ((1), (2), and (3) the “Transfer Notice Parties”) in which event (x) the transferee shall be deemed to be a Party in the same manner as the Transferor to the extent of such transferred rights and obligations and (y) the Transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of such transferred rights and obligations; provided, that, failure to deliver such Joinder Agreement on a timely basis shall not by itself affect the applicable Transferor’s optionor transferee’s obligations under this Agreement with respect to such Claims or render the Transfer void ab initio with respect to such Claims; provided, that the failure by the Transferor to comply with the procedures set forth in this Section 13(a) with respect to a Transfer to any entity that, as of the date of such Transfer controls, is controlled by, or is under common control with the Transferor shall not, without more, constitute a Default breach of this Agreement if (i) the transferee provides notice of such Transfer to the Transfer Notice Parties (which may be delivered by Tenant email) promptly after such Transfer and (ii) the transferee shall be bound by all terms of this Agreement applicable to the Transferor, and deemed to be the Plan Sponsor, CBHT, Shell, a Supporting Secured CF Lender, or Supporting Unsecured Creditor, as applicable. To the extent that the Tranferor’s Claim or other securities issued by the Company may be loaned (and consequently pledged, hypothecated, encumbered, or rehypothecated by) as part of customary securities lending arrangements (each such arrangement, a “Customary Securities Lending Arrangement”), and such Customary Securities Lending Arrangement does not adversely affect the Transferor’s ability to timely satisfy any of its obligations under this LeaseAgreement, such Customary Securities Lending Arrangement shall not be deemed a Transfer hereunder. Whether Each of the Supporting Creditors agrees that any Transfer of any Claims that does not comply with the terms and procedures set forth herein shall be deemed void ab initio, and the Just Energy Entities shall have the right to enforce the voiding of such Transfer. This Agreement shall in no way be construed to preclude any of the Supporting Creditors from acquiring additional Claims against the Just Energy Entities; provided, that, (i) any such additional Claims automatically shall be subject to all of the terms of this Agreement and (ii) such Supporting Creditor agrees (A) that such additional Claims shall be subject to this Agreement (except as expressly provided below), and (B) to notify the Transfer Notice Parties within three (3) business days following such acquisition of the aggregate amount.
(b) Notwithstanding this Section 13, any Supporting Creditor may Transfer its Claims against the Just Energy Entities to an entity that is acting in its capacity as a Qualified Marketmaker3 without the requirement that such Qualified Marketmaker execute and deliver a Joinder Agreement in respect of such Claims against the Just Energy Entities or be a Supporting Creditor; provided, that such Qualified Marketmaker (i) subsequently Transfers such Claims against the Just Energy Entities to a transferee that is or becomes (by executing and delivering a Joinder Agreement in accordance with this Section 13) a Supporting Creditor at the time of such Transfer within the earlier of (A) ten (10) calendar days of its acquisition of such Claims and (B) if received prior to the deadline to vote on the Plan and such Claims have not Landlord consents yet been and may yet be voted with respect to the Restructuring, at least three (3) calendar days prior to such deadline, and (ii) if such Qualified Marketmaker fails to comply with its obligations in this Section 13, such Qualified Marketmaker shall be required to, and shall be deemed to be without further action, a Supporting Creditor hereunder solely with respect to such Claims and shall be obligated to vote such Claims in favor of the Plan; provided, that the Qualified Marketmaker shall automatically, and without further notice or action, no longer be a Supporting Creditor with respect to such Claims at such time that the transferee of such Claims becomes a Supporting Creditor with respect to such Claims. Any Transfer documentation between a transferring Supporting Creditor and the Qualified Marketmaker shall contain a requirement that the Qualified Marketmaker comply with the foregoing, which covenant will be held by the transferor for the benefit of the Just Energy Entities. To the extent any proposed TransferSupporting Creditor is acting in its capacity as a Qualified Marketmaker, Tenant it may Transfer any Claims that it acquires from a holder of such Claims that is not a Supporting Creditor without the requirement that the transferee be or become a Supporting Creditor. Notwithstanding anything to the contrary in this Agreement, the restrictions on Transfer in this Section 13 shall pay Landlord’s review and processing fees not apply to the grant of any liens or encumbrances on any Claims in favor of a bank or broker-dealer holding custody of such Claims in the amount ordinary course of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ business and consultants’ fees) incurred by Landlord which lien or encumbrance is released upon the earlier to occur Transfer of Landlord’s consent, or within thirty such Claims (30) days after written request by Landlordwhich Transfer shall comply with the requirements of this Section 13).
Appears in 1 contract
Transfers. Tenant shall not, without the prior written consent (except as otherwise provided in SECTION 14.8 below) of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other casesconsent will not be unreasonably withheld, conditioned or delayed, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” "TRANSFERS" and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”"TRANSFEREE"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “Transfer Notice”"TRANSFER NOTICE") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite"SUBJECT SPACE"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “"Transfer Premium”", as that term is defined in Section SECTION 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s 's standard Transfer consent documents in connection with the documentation of Landlord's consent to such Transfer, (iv) to the extent reasonably necessary for Landlord to make its consent determination, current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space, Space and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit EXHIBIT E. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s option's option (to the extent not cured within the applicable notice and cure period), constitute a Default default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00shall, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord., reimburse Landlord for all reasonable and actual out-of-pocket third-party costs and expenses incurred by Landlord in connection with its review of a proposed Transfer; provided that such costs and expenses shall not exceed One Thousand and No/100 Dollars ($1,000.00) for a Transfer in the ordinary course of business. -41-
Appears in 1 contract
Samples: Lease (Vical Inc)
Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty twenty (3020) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereofthereof (which Landlord shall treat as confidential and not disclose), business credit and personal references and history (v) a list of Hazardous Materials, certified by the proposed Transferee to be true and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibilitycorrect, character, and reputation of that the proposed Transferee, nature of such Transferee’s business and proposed Transferee intends to use of or store in the Subject SpacePremises, and (vvi) an executed estoppel certificate from Tenant in the form attached hereto such other information as Exhibit E. Landlord may reasonably require. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s grant consent, or within thirty (30) days after written request by Landlord, Tenant shall pay to Landlord One Thousand Five Hundred Dollars ($1,500.00) to reimburse Landlord for its review and processing fees, and Tenant shall also reimburse Landlord for any reasonable legal fees incurred by Landlord in connection with Tenant’s proposed Transfer, not to exceed the sum of Three Thousand Dollars ($3,000.00).
Appears in 1 contract
Transfers. Tenant shall not, without the prior written reasonable consent of Landlord, which is subject Landlord except as provided herein to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other casesthe contrary, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). For purposes of this Lease, an "Approved Transferee" shall mean (i) any Affiliate (as defined in Section 14.5 below) that is an assignee of Tenant's entire interest in this Lease, (ii) any other assignee of Tenant's entire interest in this Lease approved by Landlord pursuant to the terms and conditions of this Article 14, and (iii) any sublessee of the entire Office Space portion of the Premises then leased by Tenant for the entire balance of the Lease Term which sublessee is approved by Landlord pursuant to the terms and conditions of this Article 14. In no event shall the terms of a proposed Transfer provide the Transferee with a right of first offer to all or any portion of the Premises. If Tenant desires shall desire Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite"), (iii) all of the substantive terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) in the case of a proposed assignment of the Lease or a proposed sublease involving three (3) or more floors of the Premises, current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and (v) any other information reasonably required by Landlord Landlord, which will enable Landlord to determine the financial responsibilityresponsibility (in the case of a proposed assignment of the Lease or a proposed sublease involving three (3) or more floors of the Premises), 804296.08/LAH4321-047/10-7-08/nng/law -00- XXXXX XXXX XXXXX[Xxxxx Xxxx Lease] character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space, and (vvi) an executed estoppel certificate from Tenant in such other information as Landlord may reasonably require. Landlord shall approve or disapprove of the form attached hereto as Exhibit E. proposed Transfer within fifteen (15) days after Landlord's receipt of the applicable Transfer Notice. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfershall grant consent, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00shall, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord., reimburse Landlord for all reasonable legal fees and expenses incurred by Landlord in connection with its review of a proposed Transfer; provided, however, in the event that the Transfer is a sublease of other than three (3) or more floors of the Premises and Tenant uses Landlord's approved form to evidence such sublease (with red-lined changes where appropriate), Landlord's legal fees and expenses in connection with the review of such sublease shall not exceed $1,500.00 during the Initial Period, and $3,000.00 during the Extended Term. Notwithstanding anything in this Lease to the contrary, no restriction in any other tenant or subtenant's lease or sublease restricting the subleasing of space to another tenant in the Real Property shall be enforced by Landlord as to Tenant and/or the other tenant or subtenant so as to prevent or restrict an assignment, sublease or sub-sublease to Tenant if either (A) Landlord has no available space in the Building for direct lease to Tenant of comparable size as the proposed space to be assigned to or sublet by Tenant from such other tenant or subtenant (herein, the "Proposed Sublease Space"), or (B) the Proposed Sublease Space is contiguous to any space in the Building then leased by Tenant under this Lease or is located below the 30th floor of the Building (unless Landlord has available space in the Building for direct lease to Tenant of comparable size as the Proposed Sublease Space and such available space consists of space in the Building that was once leased under this Lease but subsequently terminated by Tenant pursuant to Section 2.4 above and/or Section 2.3.3 of the Tenant Work Letter)
Appears in 1 contract
Samples: Office/Retail Lease (KBS Real Estate Investment Trust II, Inc.)
Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty forty-five (3045) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite"), (iii) all of the material terms of the proposed Transfer and the consideration therefor, therefor (including calculation of the “"Transfer Premium”", as that term is defined in Section 14.3 below, in connection with such Transfer), the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, and (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto such other information as Exhibit E. Landlord may reasonably require. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a Default default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord.,
Appears in 1 contract
Transfers. Tenant shall not, without the prior written consent of LandlordLandlord (except as otherwise provided in Section 14.8, below), which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other casesconsent shall not be unreasonably withheld, assign, sublease, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into 00 XXX XXXXXX STAR WAY(Single-Tenant Lease Form)[Rovi Corporation] any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"), and any such Transferee approved by Landlord shall be referred to as an "Approved Transferee". If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “"Transfer Premium”", as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s 's standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s 's reasonable review and processing fees in the amount of $1,500.00fees, as well as any reasonable professional fees (including property manager’sincluding, without limitation, attorneys’', accountants’', architects’', engineers’ ' and consultants’ ' fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord.
Appears in 1 contract
Samples: Lease Agreement (Rovi Corp)
Transfers. Notwithstanding any provisions of this Article 13 to the contrary:
(a) Tenant shall nothave the right to assign or sublet, without the Landlord’s prior written consent consent, to any parent, subsidiary or affiliate of LandlordTenant, or to any partnership, corporation or other business entity into or with which Tenant shall be merged, converted or consolidated or to which all of Tenant’s assets may be transferred, or to any entity to which Tenant transfers its assets. For purposes of this paragraph, “Affiliate” shall mean: (i) an entity which owns fifty percent (50%) or more of the outstanding common stock of Tenant, or (ii) an entity which has fifty percent (50%) or more of its common stock owned by Tenant, or (iii) an entity which purchases substantially all of the assets of Tenant and has a net worth equal to or greater than Tenant, or (iv) an entity which is subject the surviving entity in a merger pursuant to law with the Tenant. Tenant shall have the right to assign the Lease, without Landlord’s reasonable review prior written consent, to any entity that is the direct successor to Tenant. Notwithstanding, no such assignment shall be made by Tenant to any such entity that cannot fulfill Tenant’s obligations under the Lease. Tenant agrees to notify Landlord in writing within ten (10) days after any such assignment and consideration as agrees to assignments execute the necessary Lease documentation between Landlord and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in Tenant perfecting such assignment or sublease.
(b) Tenant shall have the right to sublet all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use a portion of the Premises to an unrelated party with Landlord’s prior written consent, which will not be reasonably withheld or delayed. Landlord and Tenant agree to split any part thereof net profit generated by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as such sublease on a “Transferee”)50/50 basis. If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify provide Landlord in writing, which Notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than with at least thirty (30) days nor more than one hundred eighty prior written notice of its intent to sublease or assign all or part of the Premises. Landlord shall then have fifteen (18015) days after the date following Tenant’s notice of delivery its intent to sublease or assign all or part of the Transfer Notice, (ii) a description premises to notify Tenant of the portion of the Premises its intent to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises approve or the entirety of an existing separately demised suite, (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with disapprove such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer sublease or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlordassignment.
Appears in 1 contract
Samples: Lease Agreement (Georesources Inc)
Transfers. Tenant During the applicable Lock-up Period, Transfers of Covered Securities shall not, without not be permitted except in accordance with this Section 2 and as set forth in Section 3:
(a) Each Holder agrees not to Transfer any portion of its Covered Securities during the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors First Lock-up Period.
(all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any b) Each Holder agrees that it may Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice (the “Transfer Notice”) shall include (i) no more than fifty percent (50%) in the proposed effective date aggregate of all the Covered Securities held by such Holder as of the TransferConsummation Date, which from the period beginning on the first calendar day following the end of the First Lock-up Period until the last calendar day of the Second Lock-up Period; and (ii) no more than seventy-five percent (75%) in the aggregate of all the Covered Securities held by such Holder as of the Consummation Date (including with any Covered Securities transferred in any prior Lock-up Period), from the period beginning on the first calendar day following the end of the Second Lock-up Period until the last calendar day of the Third Lock-up Period. The transfer restrictions set forth in this Agreement shall cease to apply commencing on the first calendar day immediately following the last day of the Third Lock-up Period.
(c) With respect to any Holder, the limitation on Transfers contained in Sections 2(a) and 2(b) shall not be less than thirty apply to (30i) days nor more than one hundred eighty (180) days after the date Transfers to Permitted Transferees of delivery of the Transfer Noticesuch Holder, (ii) a description of Transfers to the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suiteCompany, and (iii) all Transfers by a Holder and its Affiliates to any other Holder and its Affiliates; provided, however, that any such transferee that is not a Holder shall execute and deliver to the Company a joinder agreement in form and substance attached as Exhibit A hereto, to evidence its agreement to be bound by, and to comply with, this Agreement as a Holder (each such Transfer described in clauses (i)-(iii) of this Section 2(b), subject to compliance with Section 3, a “Permitted Transfer”).
(d) The foregoing restrictions of this Section 2 shall not limit the right of any Holder during any Lock-Up Period to make any demand for or exercise any right with respect to, the registration of any Covered Securities or any securities convertible into or exercisable or exchangeable for Covered Securities so long as there are no sales of such shares of Covered Securities during any Lock-Up Period. In addition, no provision herein shall be deemed to restrict or prohibit the exercise or exchange by any Holder of any option or warrant to acquire shares of Covered Securities, or any other security exchangeable or exercisable for, or convertible into, Covered Securities; provided that such Holder does not transfer the Covered Securities acquired on such exercise or exchange during any Lock-Up Period, unless otherwise permitted pursuant to the terms of the proposed Transfer and the consideration thereforthis Agreement.
(e) Notwithstanding any other provisions of this Section 2, including calculation any Holder shall be permitted to make transfers, sales, tenders or other dispositions of Covered Securities pursuant to a tender offer for securities of the “Transfer Premium”Company or any other transaction, as that term is defined in Section 14.3 belowincluding, without limitation, a merger, consolidation or other business combination, involving a change of control of the Company (including, without limitation, entering into any lock-up, voting or similar agreement pursuant to which such Holder may agree to transfer, sell, tender or otherwise dispose of Covered Securities in connection with any such Transfertransaction, the name and address or vote any Covered Securities in favor of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence any such Transfer transaction in accordance with Article 5 or the agreements incidental or related to such Transferotherwise), provided that Landlord all Covered Securities subject to this agreement that are not so transferred, sold, tendered or otherwise disposed of remain subject to this Agreement; and provided further that it shall have be a condition of transfer, sale, tender or other disposition that if such tender offer or other transaction is not completed, any Covered Securities subject to this Agreement shall remain subject to the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlordrestrictions herein.
Appears in 1 contract
Samples: Lock Up and Voting Agreement (SafeStitch Medical, Inc.)
Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space,, and (v) an executed estoppel certificate from Tenant in the form attached hereto such other information as Exhibit E. Landlord may reasonably require. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default default by Tenant under this Lease. Whether Each time Tenant requests Landlord’s consent to a proposed Transfer, whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s grant consent, or within thirty (30) days after written request by Landlord, as additional rent hereunder, Tenant shall pay to Landlord Two Thousand Five Hundred Dollars ($2,500.00) for Landlord’s review and processing fees, and, in addition, Tenant shall reimburse Landlord for any reasonable legal fees incurred by Landlord in connection with Tenant’s proposed Transfer.
Appears in 1 contract
Transfers. Other than as expressly set forth in Section 14.7, below, Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing foregoing, but excluding Permitted Transfers (defined in Section 14.7, below) are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “"Transfer Premium”", as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space, Space and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a Default default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s 's review and processing fees in the amount of $1,500.00fees, as well as any reasonable professional fees (including property manager’sincluding, without limitation, attorneys’', accountants’', architects’', engineers’ ' and consultants’ ' fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord, in an amount not to exceed, in the aggregate, $1,500.00 for a particular Transfer in the ordinary course of business.
Appears in 1 contract
Samples: Office Lease (Cardionet Inc)
Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, . or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history (v) a list of Hazardous Materials, certified by the proposed Transferee to be true and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibilitycorrect, character, and reputation of that the proposed Transferee, nature of such Transferee’s business and proposed Transferee intends to use of or store in the Subject SpacePremises, and (vvi) an executed estoppel certificate from Tenant in the form attached hereto such other information as Exhibit E. Landlord may reasonably require. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s grant consent, or within thirty (30) days after written request by Landlord, Tenant shall pay to Landlord Two Thousand Five Hundred Dollars ($2,500.00) to reimburse Landlord for its review and processing fees, and Tenant shall also reimburse Landlord for any reasonable legal fees incurred by Landlord in connection with Tenant’s proposed Transfer.
Appears in 1 contract
Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty fifteen (3015) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, ,” as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, and (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord Landlord, which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto such other information as Exhibit E. Landlord may reasonably require. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfershall grant consent, Tenant shall pay Landlord’s review and processing fees in the amount fee of $1,500.001,500.00 per Transfer concurrent with Tenant’s delivery of the Transfer Notice, as well as any reasonable professional and actual legal fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or which legal fees shall be paid within thirty (30) days after written request by Landlord.
Appears in 1 contract
Samples: Lease Agreement (Genomatica Inc)
Transfers. Tenant 20.13.1 No Lender shall nottransfer its interest in the Loan or the Loan Documents without the prior written consent of Agent and, provided no Event of Default shall have occurred and be continuing, Borrower, which consent of Agent and Borrower shall not be unreasonably withheld or delayed, provided that each such transfer ("Transfer") shall comply with the following:
(a) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement;
(b) each assignment shall be in an amount that is at least $10,000,000.00 and is a whole multiple of $1,000,000.00, unless otherwise consented to by Agent;
(c) each Lender which does not transfer one hundred percent (100%) of its Commitment shall retain, free of any such assignment, a Commitment of not less than $10,000,000.00;
(d) the transferee shall be an Eligible Assignee; and
(e) the parties to such assignment shall execute and deliver to Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form established by Agent (an "Assignment and Acceptance"), together with any Notes subject to such assignment. Notwithstanding the foregoing, any Lender may transfer its interest in the Loan and the Loan Documents to its parent company or its parent company's wholly-owned Subsidiary or a wholly-owned Subsidiary of such Lender without the prior consent of Agent and Borrower provided that such transferee shall remain a parent company of the transferring Lender or a wholly-owned Subsidiary of the transferring Lender's parent company, or a wholly-owned Subsidiary of the transferring Lender and, provided further, that each Lender (or any guarantor thereof) shall not be relieved of any liability it may have under this Agreement. The consent by Agent and Borrower to a Transfer shall not waive the right of Agent and Borrower to consent to subsequent Transfers. Upon each assignment by a Lender approved by Agent and Borrower, except for assignment to an Affiliate of any such Lender and any assignments by the Lender serving as Agent at the time of such assignment, the assigning Lender agrees to pay to Agent a registration fee in the sum of $5,000.00.
20.13.2 Agent shall not transfer or assign any of its rights and duties under this Agreement and shall not delegate such rights and duties, or the execution thereof, without the prior written consent of Landlordall Lenders, which is subject except to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other casesa wholly-owned Subsidiary of Agent, assignprovided that such transferee shall remain a wholly-owned Subsidiary of Agent and, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which provided further that Agent shall not be less than thirty (30) days nor more than one hundred eighty (180) days after relieved of any liability it may have under this Agreement.
20.13.3 Each Lender represents to and covenants with the date other that its interest in the Loan is not and during the term of delivery this Agreement shall not be subject to any lien or monetary encumbrance.
20.13.4 Each Lender may at any time pledge or assign all or any portion of its rights under the Loan Documents to any of the Transfer Notice, twelve (ii12) a description Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or assignment or enforcement thereof shall release such Lender from its obligations under any of the Loan Documents.
20.13.5 Each Lender may sell participations to one or more Eligible Assignees in all or a portion of such Lender's rights and obligations under this Agreement and the Premises to be transferred other Loan Documents; provided that
(a) any such sale or participation shall not affect the “Subject Space”) which must be separately demisable if not the entirety rights and duties of the Premises selling Lender hereunder to the Borrower;
(b) such participation shall not entitle such participant to any rights or privileges under this Agreement or the entirety of an existing separately demised suiteLoan Documents, (iii) all of the terms of the proposed Transfer and the consideration thereforincluding, including calculation of the “Transfer Premium”without limitation, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant approve waivers, amendments or modifications, unless the unanimous consent of the Lenders is required for such waiver, amendment or modification;
(c) such participant shall have no direct rights against the Borrower;
(d) such sale is effected in accordance with all Laws applicable to utilize Landlord’s standard Transfer documents in connection such selling Lender; and
(e) such sale or participation shall otherwise comply with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements requirements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner a transfer or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant assignment set forth in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by LandlordSection 20.13.1 above.
Appears in 1 contract
Samples: Revolving Credit Construction Loan Agreement (Wci Communities Inc)
Transfers. Except as otherwise specifically provided or permitted in this Article 14, Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty twenty (3020) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed TransferTransfer (which documentation must by fully executed by the parties thereto), including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, which information is requested within ten (10) business days following Tenant’s submission to Landlord of the items described in clauses (i), (ii), (iii), (iv) of this Section 14.1, and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. E; provided, however, if such estoppel certificate contains statements to the effect that Tenant claims any default, breach, or failure to perform on the part of Landlord under this Lease, such fact shall not serve to negate the effectiveness of the Transfer Notice. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default by Tenant under this LeaseLease if not rescinded or terminated within ten (10) business days following notice from Landlord. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees in the amount of $1,500.00fees, as well as any reasonable professional fees (including property manager’sincluding, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord. If Tenant executes Landlord’s standard form of consent without any changes to this Lease or material changes to the consent, such fees shall not exceed $2,500.00 in the aggregate. However, if Tenant or the transferee request, material changes to Landlord’s standard form of consent or if there are material negotiations related thereto or if this Lease needs to be amended as a result thereof, and if Landlord’s actual reasonable costs and expenses (including reasonable attorney’s fees and costs attributable to time expended by in house counsel, accountants or other personnel of Landlord) exceed $2,500.00, Tenant shall reimburse Landlord for such reasonable costs and expenses incurred in connection with its review of the requested Transfer.
Appears in 1 contract
Samples: Office Lease (Airbnb, Inc.)
Transfers. Except as otherwise provided in Section 14.7 below, Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires shall desire Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty twenty (3020) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, Premium (as that term is defined in Section 14.3 below), in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or document effecting the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such proposed Transfer, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant such other information as Landlord may reasonably require. Except as otherwise provided in the form attached hereto as Exhibit E. Any Section 14.7 below, any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a Default default by Tenant under this LeaseSection 19.1.2 below. Whether Except as otherwise provided in Section 14.7 below, whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord, as Additional Rent hereunder, Tenant shall pay to Landlord (A) One Thousand Dollars ($1,000.00) for Landlord's review and processing fees, and (B) any reasonable legal fees incurred by Landlord in connection with Tenant's proposed Transfer, which legal fees shall not exceed the amount of One Thousand Dollars ($1,000.00) per each proposed Transfer.
Appears in 1 contract
Samples: Office Lease (Sierra Oncology, Inc.)
Transfers. 14.1.1 Tenant shall not, without the prior written reasonable consent of Landlord, which is subject Landlord except as provided herein to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other casesthe contrary, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of lawlaw except as provided herein, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). For purposes of this Lease, an “Approved Transferee” shall mean (i) any Affiliate (as defined in Section 14.5 below) that is an assignee of Tenant’s entire interest in this Lease, (ii) any other assignee of Tenant’s entire interest in this Lease approved by Landlord pursuant to the terms and conditions of this Article 14, and (iii) any sublessee of the entire Office Space portion of the Premises then leased by Tenant for the entire balance of the Lease Term which sublessee is approved by Landlord pursuant to the terms and conditions of this Article 14.
14.1.2 In no event shall the terms of a proposed Transfer provide the Transferee with a right of first offer to all or any portion of the Premises. If Tenant desires shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (iii) all of the substantive terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) in the case of a proposed assignment of the Lease or a proposed sublease involving three (3) or more floors of the Premises, current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and (v) any other information reasonably required by Landlord Landlord, which will enable Landlord to determine the financial responsibilityresponsibility (in the case of a proposed assignment of the Lease or a proposed sublease involving three (3) or more floors of the Premises), character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (vvi) an executed estoppel certificate from Tenant in such other information as Landlord may reasonably require. Landlord shall approve or disapprove of the form attached hereto as Exhibit E. proposed Transfer within fifteen (15) days after Landlord’s receipt of the applicable Transfer Notice. Any Transfer made without Landlord’s Landlords prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfershall grant consent, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00shall, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord, reimburse Landlord for all reasonable legal fees and expenses incurred by Landlord in connection with its review of a proposed Transfer; provided, however, in the event that the Transfer is a sublease of other than three (3) or more floors of the Premises and Tenant uses Landlord’s approved form to evidence such sublease (with red-lined changes where appropriate), Landlord’s legal fees and expenses in connection with the review of such sublease shall not exceed $2,500.00 during the initial Lease Term, and $5,000.00 during any extension thereafter. Notwithstanding anything in this Lease to the contrary, no restriction in any other tenant or subtenant’s lease or sublease restricting the subleasing of space to another tenant in the Real Property shall be enforced by Landlord as to Tenant and/or the other tenant or subtenant so as to prevent or restrict an assignment, sublease or sub-sublease to Tenant if either (A) Landlord has no available space in the Building for direct lease to Tenant of comparable size as the proposed space to be assigned to or sublet by Tenant from such other tenant or subtenant (herein, the “Proposed Sublease Space”), or (B) the Proposed Sublease Space is contiguous to any space in the Building then leased by Tenant under this Lease or is located below the 30th floor of the Building (unless Landlord has available space in the Building for direct lease to Tenant of comparable size as the Proposed Sublease Space and such available space consists of space in the Building that was once leased by Tenant under this Lease or the Existing Lease).
Appears in 1 contract
Samples: Office Lease (KBS Real Estate Investment Trust II, Inc.)
Transfers. Tenant acknowledges that the economic concessions and rental rates set forth in this Lease were negotiated by Landlord and Tenant in consideration of, and would not have been granted by Landlord but for, the specific nature of the leasehold interest granted to Tenant hereunder, as such interest is limited and defined by various provisions throughout this Lease, including, but not limited to, the provisions of this ARTICLE 14 which define and limit the transferability of such leasehold interest. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “TransfersTRANSFERS” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “TransfereeTRANSFEREE”). If Tenant desires shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “Transfer NoticeTRANSFER NOTICE”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) 15 business days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject SpaceSUBJECT SPACE”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, as that term is defined in Section SECTION 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, and (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information as Landlord may reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. require. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and , in connection with any request for consent to a Transfer a processing fees in the amount fee of Five Hundred Dollars ($1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord500.00).
Appears in 1 contract
Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other casesconsent shall not be unreasonably withheld, conditioned or delayed, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively individually as a “Transfer,” and, collectively, as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, and (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. . Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees in the amount of $1,500.00fees, as well as any reasonable professional fees (including property manager’sincluding, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord.
Appears in 1 contract
Samples: Office Lease (Novacea Inc)
Transfers. Tenant (a) No Transfer shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlordwithout Agent’s consent to any Transferprior consent, Tenant shall notify Landlord in writing, which Notice (the “Transfer Notice”) shall include except for Permitted Transfers provided that:
(i) other than in the proposed effective case of any Permitted Guarantor Transfer, no Event of Default shall have occurred and be continuing as of the date of such Permitted Transfer;
(ii) with respect to Transfers of direct and indirect interests in Borrower and Borrower GP, other than in the case of any Permitted Guarantor Transfer, Borrower shall have given Agent notice within ten (10) Business Days following the Transfer, which notice shall (y) identify the transferee(s) and the percentage interest transferred and (z) include the following items:
(A) a revised organizational chart of Borrower which shall show the effect of such proposed Transfer, which organizational chart shall be in the same form, detail and scope as the Borrower’s organization chart delivered on the Closing Date;
(B) in the event the transferee(s) is an entity, a good standing certificate;
(C) a copy of all consents, notices, instruments of transfer and other documents required to be executed or delivered under the organizational documents of the entity whose ownership interests are being transferred, along with (but without limiting Section 8.21 hereof) any amendment to the organizational documents of the entity whose ownership interests are being transferred, any consent of the members, partners, shareholders, as applicable, of the entity whose ownership interests are being transferred, and any other instrument of transfer which is entered into or delivered in connection with any such transfer; and
(D) such information as may be reasonably requested by Agent in order to evidence Borrower’s compliance with Sections 8.21 and 8.34 hereof; and
(iii) the proposed Transfer shall not be less result in Borrower, the transferor or the proposed transferee being in default under any Loan Document or under any other agreement, instrument, document or understanding of which any of the foregoing Persons is a party;
(iv) all taxes (other than thirty income taxes), including, stamp taxes, mortgage recording taxes, transfer taxes, recordation taxes, intangible taxes and other taxes, charges and fees incurred in connection with such Transfer shall have been paid by the transferor or the proposed transferee at the time of such proposed transfer, and if such amounts shall become due as a result of the proposed transferor’s or transferee’s direct or indirect ownership interest in the Borrower or any Property, evidence of such payment shall have been delivered to Agent within ten (30) days nor more than one hundred eighty (18010) days after the date of delivery of the Transfer Noticesuch transfer; and
(v) Agent shall have been reimbursed for any and all out-of-pocket expenses incurred by Agent, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite, (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 belowany, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfertransfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee (attorneys’ fees and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlorddisbursements.
Appears in 1 contract
Transfers. Tenant shall not, without the prior written consent of LandlordLandlord (which, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval more particularly set forth in Landlord’s sole and absolute discretion in all other casesSection 14.2, below, shall not be unreasonably withheld, conditioned, or delayed), assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “"Transfer Premium”", as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s 's standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space, Space and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a Default default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s 's review and processing fees in the amount of $1,500.00fees, as well as any reasonable professional fees (including property manager’sincluding, without limitation, attorneys’', accountants’', architects’', engineers’ ' and consultants’ ' fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord, in an amount not to exceed Two Thousand Five Hundred and No/100 Dollars ($2,500.00) in the aggregate, but such limitation of fees shall only apply to the extent such Transfer is in the ordinary course of business. Landlord and Tenant hereby agree that a proposed Transfer shall not be considered "in the ordinary course of business" if such Transfer involves the review of documentation by Landlord on more than two (2) occasions.
Appears in 1 contract
Transfers. Subject to the provisions of this Article 14, Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, to or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignment, assignment or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant Tenant, its Affiliates and its their employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). Any Transfer with respect to which Landlord's consent is required under this Article 14 and with respect to which such consent requirement is not exempted under this Article 14 is referred to herein as a "Consent Transfer." If Tenant desires Landlord’s 's consent to any Consent Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “"Transfer Notice”") shall include (ia) the proposed effective date of the Transfer, which shall not be less than thirty (30i) days nor more in the case of a sublease of less than one hundred eighty 8,000 rentable square feet, ten (18010) business days, (ii) in the case of a sublease of 8,000 square feet or more, fifteen (15) business days, and (iii) in the case of an assignment of this Lease or any other Transfer, twenty (20) business days after the date of delivery of the Transfer Notice, (iib) a description of the portion of the Premises to be transferred (the “"Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite"), (iiic) the proposed sublease or instrument of assignment containing all of the principal terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, therefor in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining penning to the proposed Transfer, including all then existing material, executed operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (ivd) current certified financial statements of the proposed Transferee (and or whatever financial statements for such Transferee’s prior two (2) fiscal yearsentity submits to its bank upon request) and any proposed guarantor certified by an officer(e) to the extent reasonably available, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other reasonable information reasonably and customarily required by Landlord which will enable Landlord landlords of Comparable Buildings in connection with the review of similar Transfers. Subject to determine the financial responsibilityterms of this Article 14, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any any Consent Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default by Tenant under this Lease. Whether or not Landlord consents to any proposed Consent Transfer, Tenant shall pay Landlord’s 's reasonable review and processing fees in the amount of $1,500.00fees, as well as any reasonable professional legal fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord, all of which costs shall not exceed, as to any specific request for Landlord approval, the sum of $1,000.
Appears in 1 contract
Transfers. Tenant shall not11.1 The Optionee may at any time (and from time to time) either during the Option Period or thereafter, without sell, transfer or otherwise dispose of all or any portion of its interest in and to the prior written consent Property and this Agreement provided that any purchaser, grantee or transferee of Landlordany such interest will have first delivered to ALB its agreement related to this Agreement and to the Property, containing
(a) a covenant by such transferee to perform all the obligations of the Optionee to be performed under this Agreement in respect of the interest to be acquired by it from the Optionee to the same extent as if this Agreement had been originally executed by the Optionee and such transferee as joint and several obligors making joint and several covenants, and
(b) a provision subjecting any further sale, transfer or other disposition of such interest in the Property and this Agreement or any portion thereof to the restrictions contained in this ss.
11.2 No assignment by the Optionee of any interest less than its entire interest in this Agreement and in the Property will, as between the Optionee and ALB, discharge it from any of its obligations hereunder, but upon the transfer by the Optionee of the entire interest at the time held by it in this Agreement (whether to one or more transferees and whether in one or in a number of successive transfers), the Optionee will be deemed to be discharged from all obligations hereunder save and except for the fulfilment of contractual commitments which have accrued due before the date on which the Optionee will have no further interest in this Agreement.
11.3 If either of ALB or the Optionee
(a) receives a bona fide offer from an independent third party ("Proposed Purchaser") dealing at arm's length with the either of ALB or Optionee, as the case may be (the "Offerree") to purchase all or substantially all of its interest in Mina Real, which is offer the Offerree desires to accept, or
(b) either of ALB or the Optionee intend to sell all or substantially all of their interest in the Option or in Mina Real, then the Offerree will first offer (the "Offer") such interest in writing to the other party hereto upon terms no less favourable than those offered by the Proposed Purchaser or intended to be offered by the Offerree, as the case may be.
11.4 The Offer will specify the price and terms and conditions of such sale, the name of the Proposed Purchaser (which term will, in the case of an intended offer by the Offerree, mean the person or persons to whom the Offerree intends to offer its interest) and, if the offer received by the Offerree from the Proposed Purchaser provides for any consideration payable to the Offerree otherwise than in cash, the Offer will include the Offerree's good faith estimate of the cash equivalent of the non-cash consideration.
11.5 If within a period of 30 days of the receipt of the Offer the party receiving the offer notifies the Offerree in writing that it will accept the same, the Offerree will be bound to sell such interest to the other party (subject as hereinafter provided with respect to price) on the terms and conditions of the Offer.
11.6 If the Offer so accepted by the Offerree contains the Offerree's good faith estimate of the cash equivalent consideration as aforesaid, and if the other party disagrees with the Offerree's best estimate, the other party will so notify the Offerree at the time of acceptance and the other party will, in such notice, specify what it considers, in good faith, the fair cash equivalent to be and the resulting total purchase price.
11.7 If the other party so notifies the Offerree, the acceptance by the other party will be effective and binding upon the Offerree and the other party and the cash equivalent of any such non-cash consideration will be determined by binding arbitration under the COMMERCIAL ARBITRATION ACT (British Columbia) and will be payable by the other party, subject to Landlord’s reasonable review and consideration prepayment as hereinafter provided, within 10 days following its determination by arbitration.
11.8 The other party will in such case pay to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and the Offerree, against receipt of an absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any clear and unencumbered title to the interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant Offerree being sold, the total purchase price which is specified in its notice to the Optionee and its employees and contractors (all such amount will be credited to the amount determined following arbitration of the foregoing are hereinafter sometimes referred cash equivalent of any non-cash consideration.
11.9 If the other party fails to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice (the “Transfer Notice”) shall include (i) Offerree before the proposed effective date expiration of the Transfertime limited therefore that it will purchase the interest offered, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date Offerree may sell and transfer such interest to the Proposed Purchaser at the price and on the terms and conditions specified in the Offer for a period of delivery of the Transfer Notice45 days, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite, (iii) all of provided that the terms of this Part 11 will again apply to such interest if the proposed Transfer and sale to the consideration therefor, including calculation Proposed Purchaser is not completed within the said 45 days.
11.10 Any sale hereunder will be conditional upon the delivery by the Proposed Purchaser to the other party of the “Transfer Premium”, as that term is defined in Section 14.3 belowa written undertaking, in connection with such Transferform and substance satisfactory to counsel for the other party, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or bound by the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation terms and conditions of such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by LandlordAgreement.
Appears in 1 contract
Samples: Mineral Property Option Agreement (Rochester Resources LTD)
Transfers. Except as otherwise specifically provided or permitted in this Article 14, Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other casesconsent shall not be unreasonably withheld, conditioned or delayed, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively individually as “a "Transfer," and, collectively, as "Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite"), (iii) all of the material terms of the proposed Transfer and the consideration therefor, including calculation of the “"Transfer Premium”", as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject SpaceSpace (provided that Landlord must request such additional information within five (5) business days following the date Tenant delivers the Transfer Notice to Landlord), and (v) upon Landlord's request, an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. E (modified as appropriate to make the statements therein true and correct). Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a Default default by Tenant under this Lease after notice and expiration of the cure period set forth in Section 19.1.4 of this Lease, below. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s 's review and processing fees in the amount of $1,500.00fees, as well as any reasonable professional fees (including property manager’sincluding, without limitation, reasonable attorneys’', accountants’', architects’', engineers’ ' and consultants’ ' fees) incurred by Landlord upon Landlord, not to exceed Three Thousand Five Hundred Dollars ($3,500.00) in the earlier to occur aggregate for a Transfer in the ordinary course of Landlord’s consentbusiness, or within thirty (30) days after written request by Landlord.
Appears in 1 contract
Transfers. Except as provided in Section 14.7 below, Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other casesconsent shall not be unreasonably withheld, conditioned or delayed, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto such other information as Exhibit E. Landlord may reasonably require. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default default by Tenant under this Lease. Whether Each time Tenant requests Landlord’s consent to a proposed Transfer, whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s grant consent, or within thirty (30) days after written request by Landlord, as Additional Rent hereunder, Tenant shall pay to Landlord Seven Hundred Fifty Dollars ($750.00) for Landlord’s review and processing fees, and, in addition, Tenant shall reimburse Landlord for any reasonable out-of-pocket legal fees incurred by Landlord in connection with Tenant’s proposed Transfer.
Appears in 1 contract
Samples: Lease Agreement (Zendesk, Inc.)
Transfers. Tenant (i) No Note Holder may sell, assign, transfer, or grant participations in any of the Notes to any Permitted Transferee except as permitted under this Section 9.1B and subject to compliance with the transfer procedures set forth in Section 9.1C below; provided, however, no sale, assignment, transfer or grant of participation in the Notes shall notbe permitted unless:
(a) the Note Holders have given their prior written consent to such sale, assignment, transfer or grant (and any purported sale, assignment, transfer or grant without such consent shall be void and of no effect);
(b) the subsequent purchaser, assignee, transferee or participant is a person who qualifies as an “accredited investor” as that term is defined under SEC Rule 501 of Regulation D under the Securities Act and the transaction complies with applicable state securities Laws; and
(c) the subsequent purchaser, assignee, transferee or participant has provided to the Issuer representations and warranties in the form of Section 9.22M.
(ii) The Issuer hereby acknowledges and agrees that any sale, assignment, transfer or grant of the Notes will give rise to a direct obligation of the Issuer to the transferee, assignee or purchaser. Except with the prior written consent of Landlordthe Note Holders, which is subject no Note Holder (other than the Note Purchaser) shall have a right to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval consent or vote on any matters hereunder other than with respect to:
(a) the extension of any date of any payment of principal or interest in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit respect of any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet Note;
(b) the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use reduction of the Premises or amount of any part thereof by such payment of principal;
(c) a decrease in the rate of interest on any persons Note (as specified in the Note) other than Tenant and any imposition of a default rate of interest;
(d) the termination of any Transaction Document except in accordance with its employees and contractors terms; or
(e) release of all or substantially all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord Collateral securing the Notes other than in writing, which Notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite, (iii) all of accordance with the terms of the proposed Transfer and Transaction Documents; provided, however, that the consideration therefor, restrictions set forth in this Section 9.1B(ii) shall not apply in respect of such waiver or amendment required by any applicable Law or request of any governmental authority (including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transferany actual or proposed reorganization, restructuring, bankruptcy, insolvency, or other similar event affecting the Issuer or any other party to the Security Agreements.
(iii) Each Note Holder that sells a participation shall (i) acting solely for this purpose as a non-fiduciary agent of the Issuer, maintain a register on which it enters the name and address of each participant and the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee principal amounts (and financial statements for such Transfereestated interest) of each participant’s prior two interest in the Notes (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space“Participant Register”), and (vii) an executed estoppel certificate obtain from Tenant each Participant the documentation prescribed by Section 3.6E as if such participant were a Note Holder; provided that no Note Holder shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any loans) to any Person except to the extent that such disclosure is necessary to establish that such loan is in registered form under Treasury Regulation Section 5f.103-1(c). The entries in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, Participant Register shall be null, void and of no effectconclusive absent manifest error, and shallsuch Note Holder shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, at Landlord’s optionthe Transaction Document Parties agree that each participant shall be entitled to the benefits of Section 3.6 (subject to the requirements and limitations therein, constitute including the requirements under Section 3.6E (it being understood that the documentation required under Section 3.6E shall be delivered to the participating Note Holder)) to the same extent as if it were a Default Note Holder and had acquired its interest by Tenant assignment; provided that such participant shall not be entitled to receive any greater payment under this Lease. Whether or not Landlord consents Section 3.6 with respect to any proposed Transferparticipation than its participating Note Holder would have been entitled to receive, Tenant shall pay Landlord’s review and processing fees except to the extent such entitlement to receive a greater payment results from a change in law that occurs after the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon participant acquired the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlordapplicable participation.
Appears in 1 contract
Samples: Convertible Note Facility Agreement (Eco-Stim Energy Solutions, Inc.)
Transfers. Except as permitted in Section 14.8 below, Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise 792986.06/WLA 186772-00003/2-28-19/gjn/gjn -20- Xxxxxxx Xxxx Development, LLC [285 East Grand Avenue] [Unity Biotechnology, Inc.] transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees employees, agents and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty twenty (3020) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite"), (iii) all of the material terms of the proposed Transfer and the consideration therefor, including calculation of the “"Transfer Premium”", as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and (v) any other information pertaining to the proposed Transfer reasonably required requested by Landlord within ten (10) business days after its receipt of the Transfer Notice which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. . Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a Default default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s 's reasonable review and processing fees in the amount of $1,500.00fees, as well as any reasonable professional fees (including property manager’sincluding, without limitation, attorneys’', accountants’', architects’', engineers’ ' and consultants’ ' fees) incurred by Landlord upon (not to exceed $3,500 in the earlier to occur of Landlord’s consentaggregate for any particular Transfer), or within thirty (30) days after written request by Landlord.
Appears in 1 contract
Samples: Lease (Unity Biotechnology, Inc.)
Transfers. Tenant shall not, without the prior written consent of LandlordLandlord (except as otherwise provided in Section 14.8 below), which is consent shall not be unreasonably withheld, conditioned or delayed (subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other casesthe terms of Section 14.2, below), assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors contractors, subject to the terms of this Section 14 below (all of the foregoing are hereinafter sometimes referred to individually as a "Transfer" and collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty twenty (3020) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “"Transfer Premium”", as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s 's standard consent to Transfer documents in connection with the documentation of Landlord's consent to such Transfer, and (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereofthereof or by a certified public accountant, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. . Any Transfer made without Landlord’s 's prior written consent (or deemed consent) shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a Default default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s 's reasonable review and processing fees in the amount of $1,500.00fees, as well as any reasonable professional fees (including property manager’sincluding, without limitation, attorneys’', accountants’', architects’', engineers’ ' and consultants’ ' fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord ("Transfer Fee"), provided, Tenant shall not be required to pay more than Two Thousand Five Hundred Dollars ($2,500.00) as a Transfer Fee in connection with any one Transfer in the ordinary course of business, (b) Landlord shall provide supporting documentation for the Transfer Fee, and (c) no Transfer Fee shall be payable by Tenant in the event of any deemed approval of a proposed Transfer following Landlord’s failure to timely respond as set forth above. The foregoing Transfer Fee cap shall increase by ten percent (10%) after each five (5) year period during the Lease Term.
Appears in 1 contract
Samples: Office Lease (Roku, Inc)
Transfers. Tenant shall not, without (a) Without the prior written consent of LandlordLender, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval neither Borrower nor any other Person having an ownership or beneficial interest, direct or indirect, in Landlord’s sole and absolute discretion in all other casesBorrower shall (i) directly or indirectly sell, assigntransfer, convey, mortgage, pledge, hypothecateor assign the Property, encumber, or permit any lien to attach to, or otherwise transfer, this Lease part thereof or any interest hereundertherein (including any ownership interest in Borrower); (ii) further encumber, permit alienate, grant a Lien or grant any assignment, or other transfer of this Lease interest in the Property or any parx xxxxxxx (xncluxxxx any ownership interest hereunder by operation of lawin Borrower), sublet the Premises whether voluntarily or any part thereof, involuntarily; or (iii) enter into any license easement or concession agreements other agreement granting rights in or otherwise permit restricting the occupancy use or use development of the Premises or any part thereof by any persons other than Tenant and its employees and contractors Property.
(all of the foregoing are hereinafter sometimes referred b) Borrower may, upon thirty (30) days prior notice to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any TransferLender, Tenant shall notify Landlord in writing, which Notice (the “Transfer Notice”) shall include (i) make immaterial transfers of portions of the Property to any Governmental Authority for dedication or public use, and (ii) grant easements, restrictions covenants, reservations and rights of way in the ordinary course of business for access, water and sewer lines, telephone and telegraph lines, electric lines or other utilities or for other similar purposes, provided that no such transfer, conveyance or encumbrance set forth in the foregoing clauses (i) and (ii) shall materially adversely effect the utility and operation of the Property or materially adversely effect the value of the Property taken as a whole or materially adversely effect the ability of Borrower to pay the debt secured by the Mortgage. In connection with any transfer, conveyance or encumbrance permitted pursuant to this Section 5.2.13(b), Borrower shall deliver to Lender not less than 30 days prior to the date of such transfer a copy of the proposed effective date instrument of the Transfertransfer, which shall not impose any liability on Lender and shall be reasonably acceptable to Lender in all respects; and if acceptable, Lender shall execute and deliver such instrument, in the case of the transfers referred to in clause (i) above, to release the portion of the Property affected by such transfer from the lien of the Mortgage or, in the case of clause (ii) above, to subordinate the lien of the Mortgage to such easements, restrictions, covenants, reservations and rights of way or other similar grants promptly following receipt by Lender of: (a) payment of costs incurred by Lender in connection therewith; and (b) a certificate from an officer of the general partner or managing member of Borrower stating (x) with respect to any transfer, the consideration, if any, being paid for the transfer provided that if such consideration exceeds $25,000, Borrower shall deliver such consideration to Lender to be applied to the Debt or at Lender's option held as additional collateral for the Loan and (y) that such transfer does not materially adversely effect the utility and operation of the Property or materially adversely effect the value of the Property taken as a whole or materially adversely effect the ability of Borrower to pay the Debt.
(c) A sale or conveyance by Borrower of all of the Property (but not a mortgage, lien or other encumbrance) is permitted provided that each of the following conditions have been satisfied:
(i) no Event of Default shall have occurred and be continuing;
(ii) the Person to whom the Property is sold or conveyed satisfies the requirements of a Special Purpose Entity and not less than 50% of the direct or indirect interests are owned and controlled by a Permitted Owner;
(iii) the Rating Agencies shall have confirmed in writing that such sale or conveyance will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization;
(iv) Lender has received a non-consolidation opinion which may be relied upon by Lender, the Rating Agencies and their respective counsel, successors and assigns, with respect to the sale or conveyance, which opinion shall be reasonably acceptable to Lender and, after a Securitization, the Rating Agencies;
(v) the transferee of the Property shall execute an assumption of all of the obligations of the Borrower under this Agreement, the Mortgage and the other Loan Documents, subject, however, to the provisions of Section 9.4 of this Agreement;
(vi) one or more transferee's principals having an aggregate net worth and liquidity reasonably acceptable to Lender (a net worth and liquidity greater than that of Guarantor as of the date hereof shall be acceptable to Lender) shall execute in favor of Lender a Guaranty of Recourse Obligations and an Environmental Indemnity Agreement in form acceptable to Lender; and
(vii) Borrower shall give written notice to Lender of the proposed sale or conveyance not later than thirty (30) days nor prior thereto, which notice shall set forth the name of the proposed transferee, identify the owners of such direct and indirect interests of the proposed transferee and set forth the date the sale or conveyance is expected to be effective. Upon satisfaction of the foregoing conditions, Borrower, Guarantor and Indemnitor shall be released from any liability under the Loan Documents following such sale or conveyance of all of the Property, provided that Borrower and Indemnitor shall be responsible for any remediation or loss, cost, damage or expense resulting from contamination of the Property with hazardous substances first introduced to the Property prior to the transfer.
(d) A transfer or sale (but not a pledge, hypothecation, creation of a security interest in or other encumbrance) of direct or indirect ownership interest in Borrower is permitted provided the following conditions have been satisfied:
(i) such transfer or sale is to a Permitted Owner;
(ii) prior to any such transfer or sale of direct or indirect ownership interests in Borrower, if as a result of either of which (and after giving effect to such transfer or sale), more than one hundred eighty (180) days after 50% of the direct or indirect ownership interests in Borrower shall have been transferred to a person or entity not owning at least 50% of the direct or indirect ownership interests in Borrower on the date of delivery of closing, Borrower shall deliver to Lender a non-consolidation opinion which may be relied upon by Lender, the Transfer NoticeRating Agencies and their respective counsel, (ii) successors and assigns, with respect to the proposed transfer or sale, which opinion shall be reasonably acceptable to Lender and, after a description of Securitization, the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite, Rating Agencies;
(iii) all the Rating Agencies shall have confirmed in writing that such sale or transfer will not, in and of itself, result in a downgrade, withdrawal or qualification of the terms initial, or, if higher, then current ratings assigned in connection with any Securitization;
(iv) immediately prior to such transfer or sale no Event of Default has occurred and is continuing;
(v) if, following such sale or transfer, Guarantor shall no longer directly or indirectly control Borrower, one or more of the transferee's principals having an aggregate net worth and liquidity reasonably acceptable to Lender (a net worth and liquidity greater than that of Guarantor as of the date hereof shall be acceptable to Lender) shall execute in favor of Lender a Guaranty of Recourse Obligations and an Environmental Indemnity Agreement in form acceptable to Lender; and
(vi) Borrower shall give or cause to be given written notice to Lender of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default by Tenant under this Lease. Whether or sale not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within later than thirty (30) days after prior thereto, which notice shall set forth the name of the Person to which the interest in Borrower is to be transferred or sold, identify the proposed transferee and set forth the date the transfer or sale is expected to be effective. Upon satisfaction of the foregoing conditions, Guarantor and Indemnitor shall be released from any liability under the Loan Documents following such sale or transfer of direct or indirect ownership interest in Borrower, provided that Borrower and Indemnitor shall be responsible for any remediation or loss, cost, damage or expense resulting from contamination of the Property with hazardous substances first introduced to the Property prior to the transfer.
(e) Notwithstanding anything to the contrary contained in Section 5.2.13, a transfer or sale (but not a pledge, hypothecation, creation of a security interest in or other encumbrance) in one (1) or a series of transactions of not more than fifty percent (50%) of the equity interests in Borrower, directly or indirectly, that does not result in a change of control in Borrower, directly or indirectly, shall not require Lender's consent or Rating Agency confirmation. In connection with any such transfer or sale, Borrower shall give or cause to be given written request by Landlordnotice to Lender of the proposed transfer or sale not later than thirty (30) days prior thereto, which notice shall set forth the name of the Person to which the interest in Borrower is to be transferred or sold, identify the proposed transferee and set forth the date the transfer or sale is expected to be effective.
(f) Borrower and Transferee shall pay to Lender in connection with any transfer or sale pursuant to Section 5.2.13(c) or 5.2.13
Appears in 1 contract
Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration consent shall not be unreasonably withheld as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, further described below: (i) assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of lawLaw or otherwise, (ii) sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise (iii) permit the occupancy or use of the Premises or any part thereof by any persons Persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person Person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”), or (iv) advertise for Transfers. If Tenant desires shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice shall include: (the “Transfer Notice”) shall include (ia) the proposed effective date of the Transfer, (which shall not be less than thirty (30) days nor more than one hundred eighty (180) 180 days after the date of delivery of the Transfer NoticeTenant’s notice), (iib) a description of the portion of the Premises to be transferred Transferred (herein called the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (iiic) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”name, as that term is defined in Section 14.3 below, in connection with such Transfer, the name address and address of background information concerning the proposed Transferee, and a true and complete copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transferdocumentation, (ivd) current financial statements (balance sheets and income/expense statements for the current and prior year) of the proposed Transferee (Transferee, in form and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor detail reasonably satisfactory to Landlord, certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee, (e) at least one favorable financial and business character/reputation reference respecting the Transferee from a current or recent commercial landlord, and (f) any other reasonable information reasonably required by Landlord which will to enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto Space or as Exhibit E. Landlord may reasonably request. Any Transfer made without Landlord’s prior written consent complying with this Article shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, or shall constitute a Default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfershall grant consent, Tenant shall pay $500 towards Landlord’s review and processing fees in the amount of $1,500.00expenses, as well as any reasonable professional legal fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty fifteen (3015) days after Landlord’s written request by Landlordrequest.
Appears in 1 contract
Transfers. Subject to the provisions of this Article 14, Tenant --------- shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant Tenant, its Affiliates and its their employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). Any Transfer with respect to which Landlord's consent is required under this Article 14 and with respect to which such consent requirement is not exempted under this Article 14 is referred to herein as a "Consent Transfer." If Tenant desires Landlord’s 's consent to any Consent Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30a) days nor more in the case of a sublease of less than one hundred eighty 24,000 rentable square feet, ten (18010) business days, (b) in the case of a sublease of 24,000 square feet or more, fifteen (15) business days, and (c) in the case of an assignment of this Lease or any other Transfer, twenty (20) business days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite"), (iii) all of the principal terms of the proposed Transfer and the consideration therefor, including a calculation of the “"Transfer Premium”, ," as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all then existing material, executed operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant to the extent reasonably available, any other reasonable information reasonably and customarily required by landlords of Comparable Buildings in connection with the form attached hereto as Exhibit E. Any review of similar Transfers. Subject to the terms of this Article 14, any Consent Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default by Tenant under this Lease. Whether or not Landlord consents to any proposed Consent Transfer, Tenant shall pay Landlord’s 's review and processing fees in the amount of $1,500.00fees, as well as any reasonable professional legal fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord.
Appears in 1 contract
Samples: Lease Agreement (Wells Real Estate Investment Trust Inc)
Transfers. Tenant shall not, without the prior written consent of --------- Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” "TRANSFERS" and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”"TRANSFEREE"). If Tenant desires shall desire Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “Transfer Notice”"TRANSFER NOTICE") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty ten (3010) business days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite"SUBJECT SPACE"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “"Transfer Premium”, ," as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, and (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord Landlord, which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space, and such other information as Landlord may reasonably require. Landlord shall approve or disapprove any proposed Transfer within ten (v10) an executed estoppel certificate from business days after Landlord's receipt of the Transfer Notice together with all of the other information required to be provided by Tenant pursuant to this Section 14.1; Landlord's failure to notify Tenant in writing of its disapproval within said ten (10) business day period shall be deemed to constitute Landlord's approval of the form attached hereto as Exhibit E. Transfer. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a Default default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfershall grant consent, Tenant shall pay Landlord’s 's review and processing fees in the amount of $1,500.00fees, as well as any reasonable professional legal fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or which total fees shall not exceed $1,000.00 per proposed Transfer, within thirty (30) days after written request by Landlord.
Appears in 1 contract
Transfers. Tenant (a) Prior to the repayment in full of the Agency 20% Loan, the Borrower shall notnot assign or attempt to assign the DDA or any right therein, nor make any total or partial sale, transfer, conveyance or assignment of the whole or any part of the Property, the Improvements thereon, or any portion thereof or interest therein (referred to hereinafter as a “Transfer”), without prior written approval of the Agency, except as otherwise permitted in this Note. Consent to one such transaction shall not be deemed to be a waiver of the right to require consent to future or successive transactions. Agency shall not unreasonably withhold or delay its consent. If consent should be given, any such transfer shall be subject to this Section 11, and any such transferee shall assume all obligations hereunder and agree to be bound by all provisions contained herein, subject to the provisions of subsection 11(e)(iii), below.
(b) Any such proposed transferee shall have the qualifications and financial responsibility necessary and adequate as may be reasonably determined by the Agency, to fulfill the obligations undertaken by Borrower in the DDA, the Agreement Affecting Real Property and this Note. Any such proposed transferee, by instrument in writing satisfactory to the Agency and in form recordable among the land records of San Diego County, for itself and its successors and assigns, and for the benefit of the Agency shall expressly assume all of the obligations of the Borrower under the DDA and the Agreement Affecting Real Property, and agree to be subject to all conditions and restrictions applicable to the Borrower in this Note, subject to the provisions of subsection 11(e)(iii). There shall be submitted to the Agency for review all instruments and other legal documents proposed to effect any such transfer; and if approved by the Agency its approval shall be indicated to the Borrower in writing.
(c) In the absence of specific written agreement by the Agency, no unauthorized Transfer, or approval thereof by the Agency, shall be deemed to relieve the Borrower or any other party from any obligations under the DDA or the Agreement Affecting Real Property.
(d) In the event of a Transfer prior to the time the Agency 20% Loan is paid in full without the prior written consent of Landlordthe Agency, which is subject to Landlord’s reasonable review the remaining principal balance of the Agency 20% Loan and consideration as to assignments all accrued but unpaid interest shall be immediately due and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other casespayable.
(i) As used herein, assign“Transfer” includes the sale, mortgagetransfer or conveyance of the Property, pledge, hypothecate, encumberthe Improvements, or permit any lien to attach toportion thereof or interest therein, or otherwise transferwhether voluntary, this Lease or any interest hereunderinvoluntary, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of lawlaw or otherwise, sublet the Premises or any part thereof, agreement to do so; the execution of any installment land sale contract or enter into any license similar instrument affecting all or concession agreements or otherwise permit the occupancy or use a portion of the Premises Property or any part thereof by any persons other than Tenant and its employees and contractors (the Improvements; or the lease of all or substantially all of the foregoing are hereinafter sometimes referred to collectively Property or Improvements, except as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transferprovided in subparagraph (e)(iii) of this Section 11, Tenant shall notify Landlord in writing, which Notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite, (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord.
Appears in 1 contract
Transfers. Tenant shall not12.1 Geocom may at any time either during the Option Period or thereafter, without sell, transfer or otherwise dispose of all or any portion of its interest in and to the prior written consent Property and this Agreement provided that any purchaser, grantee or transferee of Landlordany such interest will have first delivered to TNR its agreement related to this Agreement and to the Property, containing:
(a) a covenant by such transferee to perform all the obligations of Geocom to be performed under this Agreement in respect of the interest to be acquired by it from Geocom to the same extent as if this Agreement had been originally executed by Geocom and such transferee as joint and several obligors making joint and several covenants; and
(b) a provision subjecting any further sale, transfer or other disposition of such interest in the Property and this Agreement or any portion thereof to the restrictions contained in this Section 12.1.
12.2 No assignment by Geocom of any interest less than its entire interest in this Agreement and in the Property will, as between Geocom and TNR, discharge it from any of its obligations hereunder, but upon the transfer by Geocom of the entire interest at the time held by it in this Agreement (whether to one or more transferees and whether in one or in a number of successive transfers), Geocom will be deemed to be discharged from all obligations hereunder save and except for the payment of the Royalty or other fulfillment of contractual commitments accrued due before the date on which Geocom will have no further interest in this Agreement.
12.3 If TNR during the term of this Agreement:
(a) receives a bona fide offer from an independent third party (in this Section only a "Proposed Purchaser") dealing at arm's length with TNR to purchase all or substantially all of its interest in the Property, which is offer TNR desires to accept; or
(b) TNR intends to sell all or substantially all of its interest in the Property, TNR will first offer (the "Offer") such interest in writing to Geocom upon terms no less favourable than those offered by the Proposed Purchaser or intended to be offered by TNR, as the case may be.
12.4 The Offer will specify the price and terms and conditions of such sale, the name of the Proposed Purchaser (which term will, in the case of an intended offer by TNR, mean the person or persons to whom TNR intends to offer its interest) and, if the offer received by TNR from the Proposed Purchaser provides for any consideration payable to TNR otherwise than in cash, the Offer will include TNR's good faith estimate of the cash equivalent of the non-cash consideration.
12.5 If within a period of 14 days of the receipt of the Offer Geocom notifies TNR in writing that it will accept the same, TNR will be bound to sell such interest to Geocom (subject as hereinafter provided with respect to price) on the terms and conditions of the Offer.
12.6 If the Offer so accepted by Geocom contains TNR's good faith estimate of the cash equivalent consideration as aforesaid, and if Geocom disagrees with TNR's best estimate, Geocom will so notify TNR at the time of acceptance and Geocom will, in such notice, specify what it considers, in good faith, the fair cash equivalent to be and the resulting total purchase price.
12.7 If Geocom so notifies TNR, the acceptance by Geocom will be effective and binding upon TNR and Geocom and the cash equivalent of any such non-cash consideration will be determined by binding arbitration under the Commercial Arbitration Act (British Columbia) and will be payable by Geocom, subject to Landlord’s reasonable review and consideration prepayment as hereinafter provided, within 30 days following its determination by arbitration.
12.8 Geocom will in such case pay to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and TNR, against receipt of an absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any clear and unencumbered title to the interest hereunder by operation of lawTNR being sold, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit total purchase price which is specified in its notice to TNR and such amount will be credited to the occupancy or use amount determined following arbitration of the Premises or cash equivalent of any part thereof non-cash consideration.
12.9 If Geocom fails to notify TNR before the expiration of the time limited therefor that it will purchase the interest offered, TNR may sell and transfer such interest to the Proposed Purchaser at the price and on the terms and conditions specified in the Offer for a period of 30 days, provided that the terms of this Section 12.3 will again apply to such interest if the sale to the Proposed Purchaser is not completed within the said 30 days.
12.10 Any sale hereunder will be conditional upon the delivery by any persons other the Proposed Purchaser to Geocom of a written undertaking, in form and substance satisfactory to counsel for Geocom, to be bound by the terms and conditions of this Agreement.
12.11 Nothing herein shall prevent a party to this Agreement from transferring all but not less than Tenant and its employees and contractors (all of its interest to a wholly-owned subsidiary of such party provided that such subsidiary remains a subsidiary of such party for not less than three years from the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite, (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlordtransfer.
Appears in 1 contract
Transfers. Except as provided below, Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires shall desire Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty twenty (3020) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history (v) a list of Hazardous Materials, certified by the proposed Transferee to be true and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibilitycorrect, character, and reputation of that the proposed Transferee, nature of such Transferee’s business and proposed Transferee intends to use of or store in the Subject SpacePremises, and (vvi) an executed estoppel certificate from Tenant in the form attached hereto such other information as Exhibit E. Landlord may reasonably require. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a Default default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s grant consent, or within thirty (30) days after written request by Landlord., Tenant shall pay to Landlord Two Thousand Five Hundred Dollars ($2,500.00) to reimburse Landlord for its reasonable legal fees incurred by Landlord in connection with Tenant's proposed Transfer. 843078.08/SD374622-00033/8-4-16/MLT/dek -29- GENESIS SSF - ONE TOWER PLACE[Achaogen, Inc.]
Appears in 1 contract
Samples: Lease (Achaogen Inc)
Transfers. Tenant shall not, without the prior written consent of LandlordLandlord (except as otherwise provided in Section 14.8 below), which is consent shall not be unreasonably withheld, conditioned or delayed (subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other casesthe terms of Section 14.2, below), assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors contractors, subject to the terms of this Section 14 below (all of the foregoing are hereinafter sometimes referred to individually as a "Transfer" and collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty twenty (3020) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “"Transfer Premium”", as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s 's standard consent to Transfer documents in connection with the documentation of Landlord's consent to such Transfer, and (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereofthereof or by a certified public accountant, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. . Any Transfer made without Landlord’s 's prior written consent (or deemed consent) shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a Default default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s 's reasonable review and processing fees in the amount of $1,500.00fees, as well as 788288.01/WLA 375755-00007/8-9-18//ejw -26- CXXXXXX HIGHLINE 1000 Xxxxxxx Xxxxxx [Building 2] Roku, Inc. any reasonable professional fees (including property manager’sincluding, without limitation, attorneys’', accountants’', architects’', engineers’ ' and consultants’ ' fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord ("Transfer Fee"), provided, Tenant shall not be required to pay more than Two Thousand Five Hundred Dollars ($2,500.00) as a Transfer Fee in connection with any one Transfer in the ordinary course of business, (b) Landlord shall provide supporting documentation for the Transfer Fee, and (c) no Transfer Fee shall be payable by Tenant in the event of any deemed approval of a proposed Transfer following Landlord’s failure to timely respond as set forth above. The foregoing Transfer Fee cap shall increase by ten percent (10%) after each five (5) year period during the Lease Term.
Appears in 1 contract
Samples: Office Lease (Roku, Inc)
Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereofthereof (which Landlord shall treat as confidential and not disclose), business credit and personal references and history (v) a list of Hazardous Materials, certified by the proposed Transferee to be true and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibilitycorrect, character, and reputation of that the proposed Transferee, nature of such Transferee’s business and proposed Transferee intends to use of or store in the Subject SpacePremises, and (vvi) an executed estoppel certificate from Tenant in the form attached hereto such other information as Exhibit E. Landlord may reasonably require. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s grant consent, or within thirty (30) days after written request by Landlord, Tenant shall pay to Landlord One Thousand Five Hundred Dollars ($1,500.00) to reimburse Landlord for its review and processing fees, and Tenant shall also reimburse Landlord for any reasonable legal fees incurred by Landlord in connection with Tenant’s proposed Transfer.
Appears in 1 contract
Samples: Lease (Poseida Therapeutics, Inc.)
Transfers. Tenant 12.1. Buyer may sell, assign, grant a participation or security interest in, or otherwise transfer (each, a “Transfer”) all or any portion of the Participation, or any interest in the Participation, without the consent of or notice to Seller; provided, however, that, except for any Transfer made to the State pursuant to the Deed of Disclosed Pledge of Receivables or the Pledge and Security Agreement, (a) no Transfer shall notbe effective unless (i) such Transfer does not violate any applicable law or regulation or cause Seller to violate or be in breach of any provision of any Asset Documentation, (ii) the transferee in such Transfer (the “Transferee”) makes to Buyer for the benefit of Seller substantially each of the representations, warranties and covenants set forth in Sections 5.1, 9.1(c) and 20.3 and (iii) the Transferee either (A) is organized under the laws of the United States or any State thereof or (B) has (1) represented to Seller that under applicable law and treaties no taxes will be required to be withheld by Seller with respect to any payments to be made to such Transferee in respect of the Participation and (2) shall have furnished to Seller such forms, certifications, statements and other documents as Seller has requested or may request from time to time to evidence the Transferee’s exemption from the withholding of any tax imposed by any jurisdiction or to enable Seller to comply with any applicable laws or regulations relating thereto and (b) notwithstanding any such sale, assignment, participation or transfer, unless Seller otherwise consents in writing (which consent Seller shall not unreasonably withhold or delay), Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s obligations under this Agreement.
12.2. Seller may not assign any of its rights or obligations under this Agreement or under any Security to the extent such rights or obligations are related to the Buyer’s Proportion of such Security without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors Buyer (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be unreasonably withheld, conditioned or delayed).
(a) If a Security is trading at or above its par value plus accrued interest, Buyer has the right to instruct Seller in writing, on a commercial best efforts basis, to sell such Security at or above its par value plus accrued interest or at such price level as indicated by Buyer but not lower than the par value plus accrued interest. NY12534:201913.4
(b) If a Security is trading below its par value plus accrued interest, Buyer has the right to instruct Seller in writing, on a commercial best efforts basis, to sell the Buyer’s Proportion of such Security at or above the price level indicated by Buyer. To the extent less than thirty the entirety of Buyer’s Proportion of such Security is sold, the Buyer’s Proportion with respect to such Security shall thereafter be adjusted to reflect the relative beneficial interests of Buyer on the one hand and the holders of the Retained Proportion on the other in such Security.
(30c) days nor more than Seller will not sell any Securities without the prior written consent of Buyer; provided, however, that if Buyer instructs Seller pursuant to subsection (a) or (b) above, it shall be deemed to have consented to the sale by the Seller of a pro rata portion of the Retained Proportion of the relevant Security which sale, if executed within a period of one hundred eighty (180) days month before or after the date of delivery the sale of the Transfer NoticeBuyer’s Proportion of such Security, must be on terms no more favorable to the Seller than the terms on which it sells the Buyer’s Proportion of such Security.
(iid) a description If any U.S. federal or U.S. State regulatory requirement (whether by way of statute or regulation or by way of an order, instruction, direction or request of any U.S. federal or U.S. State supervisory or other governmental authority) would prohibit, restrict, subject to consent requirements or delay or otherwise adversely affect any sale of Securities or sale of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises Retained Proportion or the entirety Buyer’s Proportion of an existing separately demised suite, (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such TransferSecurities, the name and address of the proposed TransfereeSeller shall procure (bij wijze van resultaatsverbintenis) that any such prohibition, and a copy of all existing executed and/or proposed documentation pertaining restriction, consent requirement, delay or other effect is fully complied with or removed prior to the proposed Transferdate of such intended sale, including all existing operative documents so that each divestment as contemplated by this Section 12.3 can be realized on the date contemplated by Buyer without being in any respect affected by such prohibition, restriction, consent requirement, delay or other effect. For the avoidance of doubt, the existence of any such prohibition or restriction or consent requirement from time to be executed to evidence such Transfer time or the agreements incidental inability for Seller to comply therewith or related to such Transfer, provided that Landlord remove the same for any reason whatsoever shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, not constitute a Default by Tenant under this Lease. Whether force majeure or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlordother defense for Seller.
Appears in 1 contract
Samples: Participation Agreement (Ing Life Insurance & Annuity Co)
Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant Tenant, its Affiliates and its their employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any TransferTransfer (and provided that Tenant has previously delivered the “Intention to Transfer Notice”, as defined in Section 14.4, below), Tenant shall notify Landlord in writing, which Notice notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one two hundred eighty seventy (180270) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite, ); (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation a good faith estimate (which may be subject to revision) of the any “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy and, to the extent it then exists, copies of all existing proposed or executed and/or proposed documentation pertaining to effectuating the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the and all agreements incidental or related to such Transfer (and, to the extent any such documentation materially changes, Tenant shall notify Landlord, and, if Landlord might otherwise have reasonably withheld its consent to the applicable Transfer, provided that had the documentation initially contained such change, then Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of approve or disapprove such Transferchange), (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, Space and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00fees, as well as any reasonable professional fees (including property manager’sincluding, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord, in an amount not to exceed Two Thousand Five Hundred and No/100 Dollars ($2,500.00) in the aggregate.
Appears in 1 contract
Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires shall desire Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, member, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto such other information as Exhibit E. Landlord may reasonably require. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and if not cured within ten (10) days following notice, shall, at Landlord’s 's option, constitute a Default default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfershall grant consent, Tenant shall pay Landlord’s review and processing fees pay, as additional rent hereunder, a fee in the amount of Five Hundred Dollars ($1,500.00, as well as any 500.00) plus Landlord's reasonable professional legal fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord.
Appears in 1 contract
Samples: Sublease Agreement (Biotime Inc)
Transfers. Subject to the provisions of this Article 14, Tenant shall --------- not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant Tenant, its Affiliates and its their employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). Any Transfer with respect to which Landlord's consent is required under this Article 14 and with respect to which such consent requirement is not exempted under this Article 14 is referred to herein as a "Consent Transfer." If Tenant desires Landlord’s 's consent to any Consent Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30a) days nor more in the case of a sublease of less than one hundred eighty 12,000 rentable square feet, ten (18010) business days, (b) in the case of a sublease of 12,000 square feet or more, fifteen (15) business days, and (c) in the case of an assignment of this Lease or any other Transfer, twenty (20) business days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite"), (iii) all of the principal terms of the proposed Transfer and the consideration therefor, including a calculation of the “"Transfer Premium”, ," as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all then existing material, executed operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant to the extent reasonably available, any other reasonable information reasonably and customarily required by landlords of Comparable Buildings in connection with the form attached hereto as Exhibit E. Any review of similar Transfers. Subject to the terms of this Article 14, any Consent Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default by Tenant under this Lease. Whether or not Landlord consents to any proposed Consent Transfer, Tenant shall pay Landlord’s 's review and processing fees in the amount of $1,500.00fees, as well as any reasonable professional legal fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord.
Appears in 1 contract
Transfers. Tenant (a) No Transfer shall not, be made without the prior written consent of Landlordall Lenders except for a Permitted Transfer; provided, that, in the case of a Permitted Transfer:
(i) Except with respect to a Permitted Transfer described in clauses (d),(e) or (h) of the definition of “Permitted Transfer”, no Event of Default shall have occurred and be continuing as of the date of such Permitted Transfer;
(ii) Except with respect to a Permitted Transfer described in clauses (d),(e), (f), (g) or (h) of the definition of “Permitted Transfer,” Loan Parties shall have given Agent prior written notice of the proposed Transfer, which is subject notice shall identify the proposed transferee(s) and the proposed percentage interest to Landlord’s reasonable review be transferred and consideration include the following items:
(A) a revised organizational chart of Loan Parties which shall show the effect of such proposed Transfer, which organizational chart shall be in substantially the same form, detail and scope as the Loan Parties’ organizational chart delivered on the Closing Date;
(B) drafts (other than initial or interim drafts) of all consents, notices, instruments of transfer and other documents required to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, be executed or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet delivered under the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use organizational documents of the Premises entity whose ownership interests are being transferred, along with any amendment to the organizational documents of the entity whose ownership interests are being transferred, any consent of the members, partners, shareholders, as applicable, of the entity whose ownership interests are being transferred, and any other instrument of transfer which is entered into or delivered in connection with any part thereof by any persons other than Tenant such transfer (and its employees and contractors (all final executed copies of each of the foregoing are hereinafter sometimes referred shall be delivered to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice Agent within ten (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (18010) days after the date upon which such Permitted Transfer occurs); and
(C) such information as may be reasonably requested by Agent within ten (10) Business Days of delivery receipt of the Transfer Notice, (ii) a description of the portion of the Premises Loan Parties’ notice in order to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite, evidence Loan Parties’ compliance with Sections 6.20 and 6.29;
(iii) all the proposed Transfer shall not result in Loan Parties, the transferor or the proposed transferee being in default under any Loan Document or under any other agreement, instrument or document of which any of the terms foregoing Persons is a party, either upon such transfer or but for the passage of time or the giving of notice or both;
(iv) all taxes (other than income taxes), including, stamp taxes, mortgage recording taxes, transfer taxes, recordation taxes, intangible taxes and other taxes, charges and fees incurred in connection with such Transfer shall have been paid by the transferor or the proposed transferee at the time of such proposed transfer, and if such amounts shall become due as a result of the proposed Transfer and transferor’s or transferee’s direct or indirect ownership interest in Loan Parties or the consideration thereforPremises, including calculation evidence of the “Transfer Premium”such payment shall have been delivered to Agent within ten (10) days after such transfer;
(v) Agent shall have been or shall be reimbursed for all documented, as that term is defined in Section 14.3 belowreasonable out-of-pocket expenses incurred by Agent, if any, in connection with such proposed transfer, including Agent’s Counsel Fees;
(b) If, as a result of any Permitted Transfer, any Guarantor no longer owns any direct or indirect interest in Loan Parties, it shall also be a condition hereunder that a replacement guarantor (1) with a Net Worth and Cash or Cash Equivalents (as such terms are defined in the name Recourse Liability Agreement) which is not less than $120,000,000 and address $10,000,000, respectively, (2) which is otherwise satisfactory to the Lenders, (3) which is an Affiliate of the proposed Transfereetransferee and (4) which owns a direct or indirect interest in Loan Parties, shall execute and deliver a copy of all existing executed and/or proposed documentation pertaining recourse liability agreement (in the same form as the Recourse Liability Agreement) and an environmental indemnity agreement (in the same form as the Environmental Indemnity) on or prior to the proposed date of such Permitted Transfer, including all existing operative documents pursuant to which, in each case, the replacement guarantor/indemnitor agrees to be executed to evidence liable under each such Transfer or recourse liability agreement and environmental indemnity agreement from and after the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation date of such Transfer, Permitted Transfer (iv) current financial statements of whereupon the proposed Transferee (applicable Guarantor shall be released from any further liability under the Recourse Liability Agreement and financial statements for such Transferee’s prior two (2) fiscal years) Environmental Indemnity from and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of after the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature date of such Transferee’s business Permitted Transfer and proposed use of such replacement guarantor/indemnitor shall be the Subject Space, and (v) an executed estoppel certificate from Tenant “Guarantor” for all purposes set forth in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord.Loan Agreement); and
Appears in 1 contract
Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (v) an executed estoppel certificate from such other information as Landlord may reasonably require. Tenant’s delivery of a Transfer Notice to Landlord shall constitute a representation and warranty by Tenant to Landlord that the information contained in or delivered pursuant to the form attached hereto as Exhibit E. Transfer Notice is true, correct and complete in all material respects, including the amount of all rent and other consideration to be paid pursuant to the operative agreements relating to the Transfer. If Tenant requests Landlord consent to any Transfer, subject to Section 14.4, Landlord shall grant or withhold such consent in writing within thirty (30) days after Tenant’s request therefor. Tenant’s failure to respond within such thirty (30) day period shall be deemed denial of consent. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default default by Tenant under this Lease. Whether Each time Tenant requests Landlord’s consent to a proposed Transfer, whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s grant consent, or within thirty (30) days after written request by Landlord, as Additional Rent hereunder, Tenant shall reimburse Landlord for any reasonable legal fees incurred by Landlord in connection with Tenant’s proposed Transfer.
Appears in 1 contract
Samples: Lease (Atlas Crest Investment Corp.)
Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires shall desire Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereofthereof (which Landlord shall treat as confidential and shall not disclose), business credit and personal references and history (v) a list of Hazardous Materials, certified by the proposed Transferee to be true and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibilitycorrect, character, and reputation of that the proposed Transferee, nature of such Transferee’s business and proposed Transferee intends to use of or store in the Subject SpacePremises, and (vvi) an executed estoppel certificate from Tenant in the form attached hereto such other information as Exhibit E. Landlord may reasonably require. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a Default default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s grant consent, or within thirty (30) days after written request by Landlord, Tenant shall pay to Landlord One Thousand Five Hundred Dollars ($1,500.00) to reimburse Landlord for its review and processing fees, and Tenant shall also reimburse Landlord for any reasonable legal fees incurred by Landlord in connection with Tenant's proposed Transfer.
Appears in 1 contract
Samples: Lease (Tocagen Inc)
Transfers. Tenant shall not, without (a) Without the prior written consent of LandlordLender, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval neither Borrower nor any other Person having an ownership or beneficial interest, direct or indirect, in Landlord’s sole and absolute discretion in all other casesBorrower shall (i) directly or indirectly sell, assigntransfer, convey, mortgage, pledge, hypothecateor assign the Property, encumber, or permit any lien to attach to, or otherwise transfer, this Lease part thereof or any interest hereundertherein (including any ownership interest in Borrower); (ii) further encumber, permit alienate, grant a Lien or grant any assignment, or other transfer of this Lease interest in the Property or any parx xxxxxxx (xncluxxxx any ownership interest hereunder by operation of lawin Borrower), sublet the Premises whether voluntarily or any part thereof, involuntarily; or (iii) enter into any license easement or concession agreements other agreement granting rights in or otherwise permit restricting the occupancy use or use development of the Premises or any part thereof by any persons other than Tenant and its employees and contractors Property.
(all of the foregoing are hereinafter sometimes referred b) Borrower may, upon thirty (30) days prior notice to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any TransferLender, Tenant shall notify Landlord in writing, which Notice (the “Transfer Notice”) shall include (i) make immaterial transfers of portions of the Property to any Governmental Authority for dedication or public use, and (ii) grant easements, restrictions covenants, reservations and rights of way in the ordinary course of business for access, water and sewer lines, telephone and telegraph lines, electric lines or other utilities or for other similar purposes, provided that no such transfer, conveyance or encumbrance set forth in the foregoing clauses (i) and (ii) shall materially adversely effect the utility and operation of the Property or materially adversely effect the value of the Property taken as a whole or materially adversely effect the ability of Borrower to pay the debt secured by the Mortgage. In connection with any transfer, conveyance or encumbrance permitted pursuant to this Section 5.2.13(b), Borrower shall deliver to Lender not less than 30 days prior to the date of such transfer a copy of the proposed effective date instrument of the Transfertransfer, which shall not impose any liability on Lender and shall be reasonably acceptable to Lender in all respects; and if acceptable, Lender shall execute and deliver such instrument, in the case of the transfers referred to in clause (i) above, to release the portion of the Property affected by such transfer from the lien of the Mortgage or, in the case of clause (ii) above, to subordinate the lien of the Mortgage to such easements, restrictions, covenants, reservations and rights of way or other similar grants promptly following receipt by Lender of: (a) payment of costs incurred by Lender in connection therewith; and (b) a certificate from an officer of the general partner or managing member of Borrower stating (x) with respect to any transfer, the consideration, if any, being paid for the transfer provided that if such consideration exceeds $25,000, Borrower shall deliver such consideration to Lender to be applied to the Debt or at Lender's option held as additional collateral for the Loan and (y) that such transfer does not materially adversely effect the utility and operation of the Property or materially adversely effect the value of the Property taken as a whole or materially adversely effect the ability of Borrower to pay the Debt.
(c) Following a Securitization, a sale or conveyance by Borrower of all of the Property (but not a mortgage, lien or other encumbrance) is permitted provided that each of the following conditions have been satisfied:
(i) no Event of Default shall have occurred and be continuing;
(ii) the Person to whom the Property is sold or conveyed satisfies the requirements of a Special Purpose Entity, the transferee is controlled by a Permitted Owner, and not less than 51% of the direct or indirect equity interests in the transferee are owned by a Permitted Owner;
(iii) the Rating Agencies shall have confirmed in writing that such sale or conveyance will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization;
(iv) Lender has received a non-consolidation opinion which may be relied upon by Lender, the Rating Agencies and their respective counsel, successors and assigns, with respect to the sale or conveyance, which opinion shall be reasonably acceptable to Lender and, after a Securitization, the Rating Agencies;
(v) the transferee of the Property shall execute an assumption of all of the obligations of the Borrower under this Agreement, the Mortgage and the other Loan Documents, subject, however, to the provisions of Section 9.4 of this Agreement;
(vi) one or more transferee's principals having an aggregate net worth and liquidity reasonably acceptable to Lender (a net worth and liquidity greater than that of Sponsor as of the date hereof shall be acceptable to Lender) shall execute in favor of Lender a Guaranty of Recourse Obligations and an Environmental Indemnity Agreement in form acceptable to Lender; and
(vii) Borrower shall give written notice to Lender of the proposed sale or conveyance not later than thirty (30) days nor prior thereto, which notice shall set forth the name of the proposed transferee, identify the owners of such direct and indirect interests of the proposed transferee and set forth the date the sale or conveyance is expected to be effective. Upon satisfaction of the foregoing conditions, Borrower and, provided that it shall not own any interest in the transferee, Sponsor, shall be released from any liability under the Loan Documents following such sale or conveyance of all of the Property, provided that Borrower and Sponsor shall be responsible for any remediation or loss, cost, damage or expense resulting from contamination of the Property with hazardous substances first introduced to the Property prior to the transfer.
(d) Following a Securitization, a transfer or sale (but not a pledge, hypothecation, creation of a security interest in or other encumbrance) of direct or indirect ownership interest in Borrower is permitted provided the following conditions have been satisfied:
(i) following such transfer one or more Permitted Owners shall control Borrower and own at least 51% of the direct or indirect equity interests in Borrower;
(ii) prior to any such transfer or sale of direct or indirect ownership interests in Borrower, if as a result of either of which (and after giving effect to such transfer or sale), more than one hundred eighty (180) days after 50% of the direct or indirect ownership interests in Borrower shall have been transferred to a person or entity not owning at least 50% of the direct or indirect ownership interests in Borrower on the date of delivery of closing, Borrower shall deliver to Lender a non-consolidation opinion which may be relied upon by Lender, the Transfer NoticeRating Agencies and their respective counsel, (ii) successors and assigns, with respect to the proposed transfer or sale, which opinion shall be reasonably acceptable to Lender and, after a description of Securitization, the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite, Rating Agencies;
(iii) all intentionally deleted;
(iv) immediately prior to such transfer or sale no Event of Default has occurred and is continuing;
(v) if, following such sale or transfer, Sponsor shall no longer directly or indirectly control Borrower, one or more of the terms transferee's principals having an aggregate net worth and liquidity reasonably acceptable to Lender (a net worth and liquidity greater than that of Sponsor as of the date hereof shall be acceptable to Lender) shall execute in favor of Lender a Guaranty of Recourse Obligations and an Environmental Indemnity Agreement in form acceptable to Lender; and
(vi) Borrower shall give or cause to be given written notice to Lender of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default by Tenant under this Lease. Whether or sale not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within later than thirty (30) days after prior thereto, which notice shall set forth the name of the Person to which the interest in Borrower is to be transferred or sold, identify the proposed transferee and set forth the date the transfer or sale is expected to be effective. Upon satisfaction of the foregoing conditions, if clause (v) shall apply, Sponsor shall be released from any liability under the Loan Documents following such sale or transfer of direct or indirect ownership interest in Borrower, provided that Sponsor shall be responsible for any remediation or loss, cost, damage or expense resulting from contamination of the Property with hazardous substances first introduced to the Property prior to the transfer.
(e) Notwithstanding anything to the contrary contained in Section 5.2.13, a transfer or sale (but not a pledge, hypothecation, creation of a security interest in or other encumbrance) in one (1) or a series of transactions of not more than forty-nine percent (49%) of the equity interests in Borrower, directly or indirectly, that does not result in a change of control in Borrower, directly or indirectly, shall not require Lender's consent or Rating Agency confirmation. In connection with any such transfer or sale, Borrower shall give or cause to be given written request by Landlordnotice to Lender of the proposed transfer or sale not later than thirty (30) days prior thereto, which notice shall set forth the name of the Person to which the interest in Borrower is to be transferred or sold, identify the proposed transferee and set forth the date the transfer or sale is expected to be effective.
(f) Borrower and Transferee shall pay to Lender in connection with any transfer or sale pursuant to Section 5.2.13(c) or 5.2.13
Appears in 1 contract
Transfers. Except as otherwise specifically provided or permitted in this Article 14, Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other casesconsent shall not be unreasonably withheld, conditioned or delayed, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively individually as a “Transfer,” and, collectively, as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (iii) all of the material terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject SpaceSpace (provided that Landlord must request such additional information within five (5) business days following the date Tenant delivers the Transfer Notice to Landlord), and (v) upon Landlord’s request, an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. E (modified as appropriate to make the statements therein true and correct). Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default default by Tenant under this Lease after notice and expiration of the cure period set forth in Section 19.1.4 of this Lease, below. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00fees, as well as any reasonable professional fees (including property manager’sincluding, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon Landlord, not to exceed Three Thousand Five Hundred Dollars ($3,500.00) in the earlier to occur aggregate for a Transfer in the ordinary course of Landlord’s consentbusiness, or within thirty (30) days after written request by Landlord.
Appears in 1 contract
Samples: Office Lease (Trulia, Inc.)
Transfers. Except as otherwise specifically provided or permitted in this Article 14, Tenant shall not, without the prior written consent of LandlordLandlord (not to be unreasonably withheld, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other casesconditioned, or delayed), assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of Tenant’s interest in this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty twenty (3020) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and (provided that Landlord must request such additional information within five (5) business days following the date Tenant delivers the Transfer Notice to Landlord), (v) any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, which information is requested within five (5) business days following Tenant’s submission to Landlord of the items described in clauses (i), (ii), (iii), (iv) and (vvi) of this Section 14.1, and (vi) upon Landlord’s request, an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer requiring Landlord’s consent which is made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default by Tenant under this LeaseLease if not rescinded or terminated within ten (10) business days following notice from Tenant. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00fees, as well as any reasonable professional fees (including property manager’sincluding, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon Landlord, provided that such amount shall not be in excess of $2,000.00 in the earlier to occur aggregate, for a Transfer which (as reasonably determined by Landlord) does not require (A) analysis of Landlord’s consentTransfer documentation, or (B) negotiation of a consent document, within thirty (30) days after written request by Landlord.
Appears in 1 contract
Samples: Office Lease (FIGS, Inc.)
Transfers. Except as otherwise provided in this Article 14, Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires Landlord’s 's consent to any 795344.01/WLA 377082-00004//ejs/ejs -32- 000 X. Xxxxxxxx Xxxxxxxxx [Arrowhead Pharmaceuticals, Inc.] Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite"), (iii) all of the material economic terms of the proposed Transfer and the consideration therefor, including calculation of the “"Transfer Premium”", as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed TransferTransfer (which documentation must by fully executed by the parties thereto), including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, and (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space. Except as otherwise provided in Section 14.8, and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a Default default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s 's reasonable review and processing fees in the amount of $1,500.00fees, as well as any reasonable professional fees (including property manager’sincluding, without limitation, attorneys’', accountants’', architects’', engineers’ ' and consultants’ ' fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord.
Appears in 1 contract
Transfers. Tenant shall not, without Without the prior written consent of LandlordLender which will not be unreasonably withheld or delayed, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval neither Borrower nor any other Person having an ownership or beneficial interest, direct or indirect, in Landlord’s sole and absolute discretion in all other casesBorrower or the general partner or managing member of Borrower shall (a) directly or indirectly sell, assigntransfer, convey, mortgage, pledge, hypothecateor assign any Collateral Property, encumber, or permit any lien to attach to, or otherwise transfer, this Lease part thereof or any interest hereundertherein (including any ownership interest in Borrower or such general partner or managing member (a "Transfer"), permit (b) further encumber, alienate, xxxxx x Xxxx or xxxxx any assignment, or other transfer of this Lease or interest in any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises Collateral Property or any part thereof (including any ownership interest in Borrower and such general partner or managing member), whether voluntarily or involuntarily or (c) enter into any easement or other agreement granting rights in or restricting the use or development of any Collateral Property which may have a material adverse effect on the Collateral Property.
(a) Notwithstanding the foregoing prohibition on Transfers, the Lender shall grant a consent to the Transfer by any persons other than Tenant and or all Borrower(s) of its employees and contractors (interests in any or all of the foregoing are hereinafter sometimes referred Collateral Properties that such Borrower owns and the assumption of the Loan by the transferee upon reasonable satisfaction of the following conditions:
(i) No Default or Event of Default shall have occurred or be continuing;
(ii) Borrower shall deliver to collectively Lender any documents reasonably required by Lender to evidence the assumption of this Agreement, the Note, the Mortgages and the other Loan Documents by the proposed transferee, subject to the provisions of Section 11.1 of this Agreement;
(iii) Borrower shall pay all of Lender's reasonable costs and expenses incurred in connection with the Lender's consent and approval of the Transfer in accordance with Section 6.15;
(iv) Borrower shall deliver to Lender a Rating Comfort Letter;
(v) Borrower shall deliver an non-consolidation opinion with regard to the proposed transferee and its partners or members, as “Transfers” the case may be, in form and any person substance reasonably satisfactory to whom any Transfer is made or sought Lender;
(vi) The proposed transferee must be a Special Purpose Entity and comply with the representations and covenants contained in Sections 5.1.1 and 5.1.39 of this Agreement; and
(vii) Such other conditions as Lender shall determine in its reasonable discretion to be made is hereinafter sometimes referred in the interest of Lender, including, without limitation, Lender's approval of the creditworthiness, reputation and qualifications of the proposed transferee with respect to as a “Transferee”)the Loan and the Collateral Property. If Tenant desires Landlord’s consent Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon Borrower's Transfer of any Collateral Property or any part thereof (including any individual Collateral Property) without Lender's consent. This provision shall apply to every Transfer of any Collateral Property regardless of whether voluntary or not, or whether or not Lender has consented to any previous Transfer of any Collateral Property.
(b) Provided no Default or Event of Default has occurred and is continuing under this Agreement or the other Loan Documents, the prior written consent of the Lender and the approval of the Applicable Rating Agencies shall not be required for the following Transfers provided that any reasonable costs and expenses incurred by the Lender in reviewing any such proposed Transfer shall be paid by Borrower, regardless of whether such consent or approval is given by Lender:
(i) Any Transfer of any interest in any Borrower between and among that Borrower's partners or members to Affiliates of such Borrower and Borrower's partners or members;
(ii) Any Transfer of interests in any of any Borrower's partners or members (between and among the partners and members);
(iii) Any Transfer by devise or descent or by operation of law upon the death of a partner of any Borrower; or
(iv) Any Transfers of limited partnership or membership interests in any Borrower up to an aggregate of fifty percent (50%) of such interests; provided, however that
(A) Lender must receive at least sixty (60) days prior written notice of any proposed Transfer pursuant to this subsection;
(B) Westfield America Limited Partnership or an approved general partner (collectively, "Westfield") must retain at least fifty percent (50%) ownership interest in the applicable Borrower and Westfield must, following any such Transfer, Tenant retain control of the applicable Borrower and the day to day operations of the applicable Collateral Property;
(C) Lender shall notify Landlord have received evidence satisfactory to it that the Borrower and its partners or members, as the case may be, following such transfer, remain Special Purpose Entities in writingaccordance with the standards of the Applicable Rating Agencies; and
(D) If requested by Lender, which Notice Lender shall have received a non-consolidation opinion with regard to the proposed transferee and its partners or members, as the case may be, in form and substance satisfactory to Lender.
(c) Notwithstanding the “Transfer Notice”) foregoing restrictions on Transfers, nothing contained in this Agreement or the other Loan Documents shall include in any way restrict or prohibit, nor shall any notice to Lender or consent of Lender be required in connection with, (i) the proposed effective date transfer or issuance of the Transferany securities or interests in Westfield America, which shall not be less than thirty Inc. (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice"WEA"), (ii) a description the merger or consolidation of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite, WEA (iii) all the transfer or issuance of any securities or interests in Westfield America Limited Partnership ("XXXX") or (iv) the merger or consolidation of XXXX. With respect to the events set forth in subsections (iii) and (iv) hereof, to the extent that such transfers, issuance of securities or interests, merger or consolidation of XXXX result in a change of ownership or control in XXXX, the Borrower must be owned and controlled by an entity that provides the same expertise as XXXX in conducting business of the terms nature currently conducted by XXXX. Prior to completing any action with respect to XXXX pursuant to subsections (iii) and (iv) hereof that will result in a change in control of XXXX, the Borrower must deliver to Lender a Rating Comfort Letter and a non-consolidation opinion with regard to the proposed Transfer transferee and the consideration therefor, including calculation of the “Transfer Premium”its partners or members, as the case may be, in form and substance satisfactory to Lender, provided that term is defined in Section 14.3 below, no Rating Comfort Letter or non-consolidation opinion shall be required in connection with such Transfer, subsection (i) or (ii) hereof.
(d) In accordance with the name and address provisions of the proposed Transfereeentity documents of each Borrower, and in no event shall the provisions of this Section 7.7 be amended or modified in any manner until such time as the Borrower has obtained a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by LandlordRating Comfort Letter.
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Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “"Transfers” " and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “"Transferee”"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty forty-five (3045) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite"), (iii) all of the material terms of the proposed Transfer and the consideration therefor, therefor (including calculation of the “"Transfer Premium”, ," as that term is defined in Section 14.3 below14.3, in connection with such Transfer), the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, and (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto such other information as Exhibit E. Landlord may reasonably require. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a Default default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s 's review and processing fees in the amount of $1,500.00fees, as well as any reasonable professional legal fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord. Notwithstanding anything to the contrary herein, Tenant may assign this Lease in connection with an acquisition, merger, or sale of substantially all its assets; provided that the assignee agrees in writing to be bound by the terms of, and assume all obligations of Tenant under, this Lease.
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Transfers. Except as otherwise specifically provided or permitted in this Article 14, Tenant shall not, without the prior written consent of LandlordLandlord (which consent shall not be unreasonably withheld, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other casesconditioned or delayed), assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a an executed copy of all existing executed and/or proposed documentation pertaining to effectuating the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, Space and (v) an executed estoppel certificate from Tenant stating the information set forth in the form attached hereto as Exhibit E. items (a) through (d) in Article 17 below. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s (or Landlord’s property manager’s) review and processing fees in the amount of (which currently equal $1,500.001,500.00 for each proposed Transfer), as well as any reasonable professional fees (including property manager’sincluding, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of (or Landlord’s consentproperty manager), or within thirty (30) days after written request by Landlord. Notwithstanding the foregoing, in no event shall Tenant be required to pay Landlord an amount greater than Two Thousand Five Hundred and No/100 Dollars ($2,500.00) with respect to attorneys’ fees in connection with a request for Landlord’s consent to a Transfer, provided such Transfer involves only the preparation of a consent document by Landlord.
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Transfers. Tenant shall not, without the prior written consent of LandlordLandlord (except as provided in Section 14.8 and 14.9, below), which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other casesconsent shall not be unreasonably withheld or conditioned, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise otherwise, or permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty ten (3010) days nor more than one hundred eighty (180) business days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed TransferTransfer (but not any documentation relating solely to the sale (if any) of Tenant’s business to such Transferee), including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such TransferTransfer and, provided upon request from Landlord, Tenant’s good faith estimated calculation of the “Transfer Premium,” if any, as that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents term is defined in Section 14.3 below, in connection with the documentation of such Transfer, (iv) current financial statements information of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, as reasonably necessary to determine if such Transferee is a party of reasonable financial worth and/or financial stability in light of the responsibilities to be undertaken in connection with the proposed Transfer on the date consent is requested, business credit credit, bank and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (v) an executed estoppel certificate from information with regard to the nature of the business such proposed Transferee intends to operate in the Subject Space and how long the proposed Transferee has operated such business. Landlord shall approve or disapprove of the proposed Transfer in accordance with Section 14.2, below, within ten (10) business days (the “Transfer Request Review Period”) after Landlord’s receipt of the applicable Transfer Notice. In the event that Landlord fails to notify Tenant in writing of such approval or disapproval within such Transfer Request Review Period, Tenant shall deliver written notice to Landlord (a “Transfer Approval Notice”) stating in bold print that LANDLORD’S FAILURE TO RESPOND TO SUCH REQUEST WITHIN THREE (3) BUSINESS DAYS FOLLOWING LANDLORD’S RECEIPT SUCH TRANSFER APPROVAL NOTICE SHALL BE DEEMED TO BE LANDLORD’S APPROVAL OF THE PROPOSED TRANSFER. If Landlord fails to deliver notice of Landlord’s consent to, or the form attached hereto as Exhibit E. withholding of Landlord’s consent, to the proposed assignment or sublease within such three (3) business day period, Landlord shall be deemed to have approved the Transfer in question. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00shall, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord, reimburse Landlord for all reasonable and actual out of pocket costs and expenses incurred by Landlord in connection with its review of a proposed Transfer, provided that such cost and expenses shall not exceed $[***] in connection with an assignment of this Lease) for a Transfer in the ordinary course of business. -00- 0000 Xxxxxxx Xxxx., Xxxxxxxx X
Appears in 1 contract
Samples: Office Lease (GoodRx Holdings, Inc.)
Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject shall not be unreasonably withheld if Landlord does not elect to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other casesproceed under Section 14.4 below, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, assign or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignment, assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty fifteen (3015) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the “Transfer Premium”, ,” as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, Transferee and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, and (iv) current financial statements of the proposed Transferee and such other information as Landlord may reasonably require. If there are any changes in the terms and conditions from those specified in the Transfer Notice (i) such that Landlord would initially have been entitled to refuse its consent to such Transfer under this Section 14.1, or (ii) which would cause the proposed Transfer to be more favorable to the Transferee than the terms set forth in Tenant’s original Transfer Notice, Tenant shall again submit the Transfer to Landlord for its approval and financial statements for such Transfereeother action under this Article 14 (including Landlord’s prior two (2) fiscal years) and any proposed guarantor certified by an officerright of recapture, partner if any, under Section 14.4 of this Lease). If the Transfer Notice informed Landlord that Landlord’s failure to approve or owner thereof, business credit and personal references and history disapprove of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine Transfer within fifteen (15) days following Landlord’s receipt of the financial responsibility, character, and reputation Transfer Notice would constitute Landlord’s approval of the proposed TransfereeTransfer, nature of such Transfereethen Landlord’s business and proposed use failure to approve or disapprove of the Subject Space, and proposed Transfer within fifteen (v15) an executed estoppel certificate from Tenant in days following Landlord’s receipt of the form attached hereto as Exhibit E. Transfer Notice shall constitute Landlord’s approval. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfershall grant consent, Tenant shall pay Landlord’s review and processing fees in the amount of (total review and processing fees for any Transfer not to exceed Five Hundred Dollars ($1,500.00500.00), as well as any reasonable professional legal fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord. Notwithstanding any contrary provision of this Lease, if Tenant or any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent to a proposed Transfer or otherwise has breached its obligations under this Article 14, Tenant’s and such Transferee’s only remedy shall be to seek a declaratory judgment and/or injunctive relief, and Tenant, on behalf of itself and, to the extent permitted by law, such proposed Transferee waives all other remedies against Landlord, including without limitation, the right to seek monetary damages or to terminate this Lease; provided, however, this waiver shall not apply if Landlord’s conduct was determined to be in bad faith.
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Transfers. Except for an assignment of this Lease or a sublease of all or a portion of the Premises (each of the foregoing, together with any modifications or amendments to any existing assignments or subleases being referred to herein as a "Transfer" and any person or entity to whom any Transfer is made or sought to be made is referred to herein as a "Transferee"), Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, not mortgage, pledge, hypothecate, encumber, encumber or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, law or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all employees. Except as otherwise provided herein, Tenant shall not Transfer this Lease or its interest in any portion of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made Premises without Landlord's prior written consent, which consent shall not be unreasonably withheld or sought to be made is hereinafter sometimes referred to as a “Transferee”)delayed. If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “"Transfer Notice”") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty ten (3010) days nor more than one hundred eighty (180) business days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “"Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed TransferTransfer (but not any documentation relating solely to the sale (if any) of Tenant's business to such Transferee, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s 's standard commercially reasonable consent to Transfer documents in connection with the documentation of Landlord's consent to such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, as reasonably necessary to determine if such Transferee is a party of reasonable financial worth and/or financial stability in light of the responsibilities to be undertaken in connection with the proposed Transfer on the date consent is requested, business credit credit, bank and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space, which information is requested within three (3) business days following Xxxxxx's submission to Landlord of items described in clauses (i), (ii), (iii) and (iv) of this Section 14.1, (v) a complete statement, certified by an independent certified public accountant, or Xxxxxx's chief financial officer, setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer and (vi) an executed estoppel certificate from Tenant in -44- [Reddit, Inc.]303 SECOND STREETSouth Tower the form attached hereto as Exhibit E. Landlord shall approve or disapprove of the proposed Transfer in accordance with Section 14.2, below, within ten (10) business days (or such longer period as may be required by any lender on the Project having an approval right over the proposed Transfer) (the "Transfer Request Review Period") after Xxxxxxxx's receipt of the applicable Transfer Notice. In the event that Xxxxxxxx fails to notify Tenant in writing of such approval or disapproval within such Transfer Request Review Period, Tenant shall deliver written notice to Landlord (a "Transfer Approval Notice") stating in bold print that LANDLORD'S FAILURE TO RESPOND TO SUCH REQUEST WITHIN THREE (3) BUSINESS DAYS FOLLOWING LANDLORD'S RECEIPT OF SUCH TRANSFER APPROVAL NOTICE SHALL BE DEEMED TO BE LANDLORD'S APPROVAL OF THE PROPOSED TRANSFER. At the end of such three (3) business day period, Landlord shall be deemed to have approved such Transfer. If Landlord at any time timely delivers notice to Tenant or Landlord's withholding of consent to a proposed assignment or sublease, Landlord shall specify in reasonable detail in such notice, the basis for such withholding of consent. Any Transfer requiring Landlord's consent made without Landlord’s 's prior written consent (or deemed consent as described above) shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a an Event of Default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s 's review and processing fees in the amount of $1,500.00fees, as well as any reasonable professional fees (including property manager’sincluding, without limitation, attorneys’', accountants’', architects’', engineers’ ' and consultants’ ' fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord, provided that such cost and expenses shall not exceed Two Thousand Five Hundred Dollars ($2,500.00) for a Transfer in the ordinary course of business.
Appears in 1 contract
Samples: Office Lease (Reddit, Inc.)
Transfers. Tenant shall not, without the prior written consent (except as provided in Section 14.8 below) of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other casesconsent will not be unreasonably withheld, conditioned or delayed, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors contractors, guests, customers and invitees (to the extent not designated as such as a subterfuge to avoid Tenant’s obligations under this Article 14) (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, Space and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, shall constitute a Default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00fees, as well as any reasonable professional fees (including property manager’sincluding, without limitation, attorneys’, accountants’, architects’, engineers’ , and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consentin connection therewith, or within thirty (30) days after written request by Landlord, provided that the foregoing attorneys’ fees shall not exceed $1,500.00 for a Transfer in the ordinary course of business.
Appears in 1 contract
Samples: Office Lease (Internet Brands, Inc.)
Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, not mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, Txxxxx’s interest hereunder. Furthermore, Tenant shall not, without the prior written consent of Landlord, assign or otherwise transfer, transfer this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder (whether by changes in the ownership or control of Tenant, or any direct or indirect owner of Tenant, whether at one time or at intervals, by sale or transfer of stock, partnership or beneficial interests, or by operation of law), sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) a list of Hazardous Materials (which list shall be certified by the proposed Transferee to be true and correct) that the proposed Transferee intends to use or store in the Premises, and the information described in Section 5.3.2.4 above related thereto, and (v) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit references, and personal references and history a description of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. . Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a an Event of Default by Tenant under this Lease; provided that if there is a Transfer, Landlord may collect rent from the Transferee without waiving the prohibition against Transfers, accepting the Transferee, or releasing Tenant from full performance under this Lease. The listing of any name other than that of Tenant, whether on the doors of the Premises or on the Building directory, or otherwise, shall not operate to vest in any such other person, firm or corporation any right or interest in this Lease or in the Premises or be deemed to effect or evidence any consent of Landlord, it being expressly understood that any such listing is a privilege extended by Landlord revocable at will by written notice to Tenant. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees in the amount of $1,500.00fees, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by LandlordLxxxxxxx.
Appears in 1 contract
Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” "TRANSFERS" and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”"TRANSFEREE"). If Tenant desires Landlord’s 's consent to any Transfer, Tenant shall notify Landlord in writing, which Notice notice (the “Transfer Notice”"TRANSFER NOTICE") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty twenty (3020) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suite"SUBJECT SPACE"), (iii) all of the material terms of the proposed Transfer and the consideration therefor, therefor (including calculation of the “"Transfer Premium”", as that term is defined in Section 14.3 below, in connection with such Transfer), the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, and (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s 's business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto such other information as Exhibit E. Landlord may reasonably require. Any Transfer made without Landlord’s 's prior written consent shall, at Landlord’s 's option, be null, void and of no effect, and shall, at Landlord’s 's option, constitute a Default default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord.Section 19.1.7
Appears in 1 contract
Samples: Lease (SGX Pharmaceuticals, Inc.)
Transfers. Tenant shall not, without the prior written consent of Landlord, which is subject to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other cases, assign, mortgage, pledge, hypothecate, encumber, or permit not do any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors following (all of the foregoing are hereinafter sometimes collectively referred to collectively herein as a “Transfers” Transfer”, and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”), whether voluntarily, involuntarily, by operation of law or otherwise without the prior written consent of Landlord, which consent shall not be unreasonably withheld: (i) sublet all or any portion of the Premises; (ii) assign or permit any assignment of its interest in this Lease; (iii) mortgage, pledge, hypothecate, encumber or permit any lien to attach to this Lease; (iv) enter into any license or concession agreements or otherwise permit the use or occupancy of the Premises or any part thereof by any persons other than Tenant and its employees or contractors; or (v) materially amend or modify an assignment, sublease or other transfer that has been previously approved by Landlord. If Tenant desires shall reimburse Landlord for all reasonable costs, including attorneys’ fees, incurred by Landlord in connection with the evaluation, processing, and/or documentation of any requested Transfer, whether or not Landlord’s consent to any Transfersuch Transfer is granted (not to exceed $1,500.00), Tenant shall notify Landlord in writing, which Notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than within thirty (30) days nor more than one hundred eighty (180) days after the date of delivery receipt of demand therefor. Any Transfer approved by Landlord pursuant to this Article 14 shall not become effective until Tenant has delivered to Landlord a fully-executed version of the document evidencing such Transfer Noticewhich document shall: (i) be in a form reasonably approved in advance by Landlord, (ii) a description of contain the portion of the Premises to be transferred (the “Subject Space”) which must be separately demisable if not the entirety of the Premises or the entirety of an existing separately demised suitesame terms and conditions as stated in Tenant’s request for such Transfer set forth above, and (iii) all in the case of an assignment of the terms Lease, contain the agreement of the proposed Transfer and Transferee to assume all obligations of Tenant under this Lease arising after the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation effective date of such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements for such Transferee’s prior two (2) fiscal years) to remain jointly and any proposed guarantor certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. severally liable therefor with Tenant. Any attempted Transfer made without Landlord’s prior written consent shall constitute an Event of Tenant’s Default and shall, at Landlord’s option, be null, void and of no further force or effect, and shall, at . Landlord’s option, consent to any one Transfer shall not constitute a Default waiver of the provisions of this Section 14.1 as to any subsequent Transfer or a consent to any subsequent Transfer. No Transfer, whether made with or without the consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay the Rent due hereunder, or to perform all of the other obligations to be performed by Tenant under hereunder. The acceptance of any payment of Rent by Landlord from any person or entity shall not be deemed to be a waiver by Landlord of any provision of this Lease. Whether Lease or not Landlord consents to be a consent to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by Landlord.
Appears in 1 contract
Samples: Office Lease (Rodgers Silicon Valley Acquisition Corp)
Transfers. Tenant 20.13.1 No Lender shall nottransfer its interest in the Loan or the Loan Documents without the prior written consent of Agent and, provided no Event of Default shall have occurred and be continuing, Borrower, which consent of Agent and Borrower shall not be unreasonably withheld or delayed, provided that each such transfer (“Transfer”) shall comply with the following:
(a) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s rights and obligations under this Agreement;
(b) each assignment shall be in an amount that is at least $10,000,000.00 and is a whole multiple of $1,000,000.00, unless otherwise consented to by Agent;
(c) each Lender which does not transfer one hundred percent (100%) of its Commitment shall retain, free of any such assignment, a Commitment of not less than $10,000,000.00;
(d) the transferee shall be an Eligible Assignee; and
(e) the parties to such assignment shall execute and deliver to Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form established by Agent (an “Assignment and Acceptance”), together with any Notes subject to such assignment. Notwithstanding the foregoing, any Lender may transfer its interest in the Loan and the Loan Documents to its parent company or its parent company’s wholly-owned Subsidiary or a wholly-owned Subsidiary of such Lender without the prior consent of Agent and Borrower provided that such transferee shall remain a parent company of the transferring Lender or a wholly-owned Subsidiary of the transferring Lender’s parent company, or a wholly-owned Subsidiary of the transferring Lender and, provided further, that each Lender (or any guarantor thereof) shall not be relieved of any liability it may have under this Agreement. The consent by Agent and Borrower to a Transfer shall not waive the right of Agent and Borrower to consent to subsequent Transfers. Upon each assignment by a Lender approved by Agent and Borrower, except for assignment to an Affiliate of any such Lender and any assignments by the Lender serving as Agent at the time of such assignment, the assigning Lender agrees to pay to Agent a registration fee in the sum of $5,000.00.
20.13.2 Agent shall not transfer or assign any of its rights and duties under this Agreement and shall not delegate such rights and duties, or the execution thereof, without the prior written consent of Landlordall Lenders, which is subject except to Landlord’s reasonable review and consideration as to assignments and subleases only and Landlord’s review and approval in Landlord’s sole and absolute discretion in all other casesa wholly-owned Subsidiary of Agent, assignprovided that such transferee shall remain a wholly-owned Subsidiary of Agent and, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which Notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which provided further that Agent shall not be less than thirty (30) days nor more than one hundred eighty (180) days after relieved of any liability it may have under this Agreement.
20.13.3 Each Lender represents to and covenants with the date other that its interest in the Loan is not and during the term of delivery this Agreement shall not be subject to any lien or monetary encumbrance.
20.13.4 Each Lender may at any time pledge or assign all or any portion of its rights under the Loan Documents to any of the Transfer Notice, twelve (ii12) a description Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or assignment or enforcement thereof shall release such Lender from its obligations under any of the Loan Documents.
20.13.5 Each Lender may sell participations to one or more Eligible Assignees in all or a portion of such Lender’s rights and obligations under this Agreement and the Premises to be transferred other Loan Documents; provided that
(a) any such sale or participation shall not affect the “Subject Space”) which must be separately demisable if not the entirety rights and duties of the Premises selling Lender hereunder to the Borrower;
(b) such participation shall not entitle such participant to any rights or privileges under this Agreement or the entirety of an existing separately demised suiteLoan Documents, (iii) all of the terms of the proposed Transfer and the consideration thereforincluding, including calculation of the “Transfer Premium”without limitation, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant approve waivers, amendments or modifications, unless the unanimous consent of the Lenders is required for such waiver, amendment or modification;
(c) such participant shall have no direct rights against the Borrower;
(d) such sale is effected in accordance with all Laws applicable to utilize Landlord’s standard Transfer documents in connection such selling Lender; and
(e) such sale or participation shall otherwise comply with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee (and financial statements requirements for such Transferee’s prior two (2) fiscal years) and any proposed guarantor certified by an officer, partner a transfer or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant assignment set forth in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a Default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s review and processing fees in the amount of $1,500.00, as well as any reasonable professional fees (including property manager’s, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord upon the earlier to occur of Landlord’s consent, or within thirty (30) days after written request by LandlordSection 20.13.1 above.
Appears in 1 contract
Samples: Revolving Credit Construction Loan Agreement (Wci Communities Inc)
