Assignment and Subletting. A. Tenant shall not have the right to assign, encumber or pledge this Lease or to sublet the whole or any part of the Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereof, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Tenant shall have the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect directly from such assignee or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s obligations hereunder. In the event the Rent, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased Premises, then the amount of such excess shall be paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by or on behalf of Tenant.
Appears in 2 contracts
Samples: Lease Agreement (Connecture Inc), Lease Agreement (Connecture Inc)
Assignment and Subletting. A. Tenant shall not have the right to assignsublet, assign or otherwise transfer or encumber or pledge this Lease or to sublet the whole Lease, or any part of the Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereofinterest therein, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned withheld or delayed, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Tenant shall have the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or Any attempted assignment, which notice shall set forth the name subletting, transfer of encumbrance by Tenant in violation of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this paragraph shall be void. Any assignee, sublessee or transferee of Tenant's interest in this Lease (all such assignees, sublessees and transferees being hereinafter referred to as "Transferees"), by assuming Tenant's obligations hereunder, shall assume liability to Landlord for all amounts paid to persons other than Landlord by such Transferees to which Landlord is entitled or otherwise in contravention of this Paragraph 15. No assignment, subletting or other transfer, whether or not consented to by Landlord or permitted hereunder, shall relieve Tenant of its liability under this Lease. Upon If an Event of Default occurs while the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, then Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, may collect directly from such assignee or subtenant Transferee all rents or other payments due and becoming due payable to the Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from Tenant hereunder, and no . No such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s 's obligations hereunder. In the event the Rent, including, without limitation, Base Rent If Landlord consents to any subletting or assignment by Tenant as hereinabove provided and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid category of rent subsequently received by Tenant under any such occupant, user, subtenant or assignee sublease is in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion excess of the Leased Premisessame category of rent payable under this Lease, or any additional consideration is paid to Tenant by the assignee under any such assignment, then the amount of Landlord may, at its option, declare such excess shall rents under any sublease or such additional consideration for any assignment to be paid due and payable by Tenant to Landlord as Additional Rent hereunder within five additional rent hereunder. The following shall additionally constitute an assignment of this Lease by Tenant for the purposes of this Paragraph 15.: (5i) business days after receipt thereof by if Tenant is a corporation, any merger, consolidation, dissolution or on behalf liquidation, or any change in ownership or power to vote of thirty percent (30%) or more of Tenant's outstanding voting stock; (ii) if Tenant is a partnership, joint venture or other entity, any liquidation, dissolution or transfer of ownership of any interests totaling thirty percent (30%) or more of the total interests in such entity; (iii) the sale, transfer, exchange, liquidation or other distribution of more than thirty percent (30%) of Tenant's assets, other than this Lease; or (iv) the mortgage, pledge, hypothecation or other encumbrance of or grant of a security interest by Tenant in this Lease, or of any of Tenant's rights hereunder. For the purposes of this Lease, the merger or sale of a division owned by Tenant shall not constitute an assignment under this Lease.
Appears in 2 contracts
Samples: Lease Agreement (Advanced Energy Industries Inc), Lease Agreement (Advanced Energy Industries Inc)
Assignment and Subletting. A. Tenant shall not have the right to assign, encumber assign or pledge this Lease or to sublet the whole or any part of the Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereofTenant, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Tenant consented (which consent shall have the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”not be unreasonably withheld). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. In no event may Tenant sublet, nor will Landlord consent to any sublease of, all or any portion of the Leased Premises if the rent is determined in whole or in part based upon the income or profits derived by the sub-lessee (other than a rent based on a fixed percentage or percentages of receipts or sales). Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this his Lease. Upon the occurrence of an “"event of default” " (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect directly from such assignee or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s 's obligations hereunder. In Tenant shall pay to Landlord, on demand, a reasonable service charge for the event the Rent, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion processing of the Leased Premises, then application for the amount consent and for the preparation of such excess the consent. Such service charge shall be paid to collectible by Landlord as Additional Rent hereunder within five (5) business days after receipt thereof only where consent is granted by or on behalf of TenantLandlord.
Appears in 2 contracts
Samples: Lease Agreement (Atlas Financial Holdings, Inc.), Lease Agreement (Atlas Financial Holdings, Inc.)
Assignment and Subletting. A. (a) Tenant shall covenants and agrees not have the right to assignassign this Lease, encumber in whole or pledge this Lease or in part, nor to sublet the whole Premises, or any part of the Leased Premisesthereof, whether voluntarily nor grant any license or by operation of law, concession for all or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereofpart thereof, without the prior written consent of LandlordLandlord in each instance first had and obtained, which consent Landlord shall not unreasonably withhold, condition or delay. Notwithstanding the foregoing, Tenant may assign this Lease, or sublet all or any portion of the Premises to any subsidiary, affiliate or successor of Tenant, or to any person or entity that acquires substantially all the assets or capital stock of Tenant (collectively “a Related Party”) without Landlord’s prior written consent, but Tenant shall nevertheless give Landlord written notice of any such assignment or sublease within five (5) days after the effective date thereof. If any assignment or subletting is permitted pursuant to this subsection (whether or not to a Related Party), Tenant shall not be unreasonably withheld, conditioned relieved from any liability whatsoever under this Lease Agreement. In the event that the amount of the rent or delayed, and such restrictions shall other consideration to be binding upon paid to Tenant by any assignee or subtenant sublessee (other than a Related Party) is greater than the rent required to which be paid by the Tenant to the Landlord has consented. pursuant to this Lease after reimbursement of any reasonable costs incurred by Tenant (such as tenant’s improvements, legal fees, brokerage commissions and the like) incurred by Tenant in procuring such assignment or sublease (the “Profit”), Tenant shall have pay Landlord fifty percent (50%) of the right, without Landlord’s Profit when and as received by Tenant from such assignee or sublessee. Landlord shall not be entitled to any portion of the Profit in the event the assignee or sublessee is a Related Party. Any consent and upon prior written notice by Landlord to Landlord (specifically describing an assignment or subletting shall not constitute a waiver of the necessity of such consent as to any subsequent assignment or subletting. An assignment for the benefit of Tenant’s relationship with such subsidiary, affiliate, related company, creditors shall not be effective to transfer or successor), to assign Tenant’s interest under this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”)unless Landlord shall have first consented thereto in writing. In the event Tenant desires to sublet assign this Lease or to sublease more than fifty percent (50%) in the Leased Premisesaggregate of the Premises then leased by it to a party other than a Related Party, and for fifty percent (50%) or any portion thereof, or assign greater of the remaining term under this Lease, Tenant then Landlord shall give have the right and option to terminate this Lease, which right and option shall be exercisable by written notice thereof to from Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect directly from such assignee or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s obligations hereunder. In the event the Rent, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased Premises, then the amount of such excess shall be paid to Landlord as Additional Rent hereunder within five ten (510) business days after receipt thereof from the date Tenant gives Landlord written notice (“Sublet Notice”) of its desire to assign this Lease or sublet more than 50% of the Premises to other than a Related Party. In such event, the termination of this Lease shall be effective on the date that Tenant would have delivered the Premises (or a portion thereof) to the assignee or subtenant, as provided in its Sublet Notice. If Landlord fails to give timely notice of such termination election, then Landlord shall be deemed to have approved such requested sublease or assignment as requested by or on behalf of Tenant.
Appears in 2 contracts
Samples: Office Lease by And (Neustar Inc), Office Lease by and Between (Neustar Inc)
Assignment and Subletting. A. The Tenant shall agrees not have the right to assign, encumber transfer, or pledge mortgage this Lease or to any right or interest therein, or sublet the whole Leased Premises or any part of the Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereofthereof, without the prior written consent of Landlord. No assignment or subletting made with the consent of Landlord shall relieve Tenant of its obligations hereunder, which consent and Tenant shall continue to be liable as a principal (and not as a guarantor or surety) to the same extent as though no assignment or sublease had been made. Consent by Landlord to an assignment or sublease shall not be unreasonably withheld, conditioned construed to be consent to any additional assignment or delayed, and subletting. Each such restrictions successive act shall require similar consent of Landlord. Landlord shall be binding upon reimbursed by Tenant for any assignee costs or subtenant expenses incurred as a result of Tenant's request for consent to which Landlord has consented. Tenant shall have the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with any such subsidiary, affiliate, related company, assignment or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”)subletting. In the event Tenant desires to sublet subleases the Leased Premises, or any portion thereof, or assign assigns this LeaseLease with the consent of the Landlord at an annual Base Rental exceeding that stated herein, such excess shall be paid by Tenant shall give written notice thereof to Landlord as additional rental hereunder within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Leaseten (10) days after receipt by Tenant. Upon the occurrence of an “"event of default” (" as hereinafter defined)defined below, if all or any part of the Leased Premises or any part thereof are then assigned or sublet, LandlordLandlord may, in addition to any other remedies herein provided by this Lease or provided by law, may, at its option, collect directly from such the assignee or subtenant all rents or other payments due and becoming due to Tenant under Tenant. Landlord shall have a security interest in all properties on the Leased Premises to secure payment of such assignment or sublease and apply such rent or other payments against any sums due to sums. Any collection directly by Landlord from Tenant hereunderthe assignee or subtenant shall not be construed, and no such collection shall be construed however, to constitute a novation or a release of Tenant from the further performance of Tenant’s its obligations hereunderunder this Lease. In Notwithstanding the event foregoing, it is expressly agreed that if this Lease is assigned to any person or entity pursuant to the Rentprovisions of the Bankruptcy Code, including11 U.S.C. (S) 101 et esp. (the "Bankruptcy Code"), without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses monies or other amounts paid by any considerations payable or otherwise to be delivered in connection with such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased Premises, then the amount of such excess assignment shall be paid or delivered to Landlord, shall be and remain the exclusive property of Landlord and shall not constitute property of Tenant or of the estate of Tenant within the meaning of the Bankruptcy Code. Any and all monies or other considerations constituting Landlord's property under the preceding sentence not paid or delivered to Landlord as Additional Rent hereunder within five (5) business days shall be held in trust for the benefit of Landlord and be promptly paid or delivered to Landlord. Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code shall be deemed without further act or deed to have assumed all of the obligations arising under this Lease on and after receipt thereof by or on behalf the date of Tenantsuch assignment. Any such assignee shall upon demand execute and deliver to Landlord an instrument confirming such assumption.
Appears in 2 contracts
Samples: Lease Agreement (Monitronics International Inc), Lease Agreement (Monitronics International Inc)
Assignment and Subletting. A. (a) Tenant shall not have the right to assign, encumber or pledge this Lease or to sublet the whole or any part of the Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereofnot, without the prior written consent of Landlord, which consent shall not to be unreasonably withheldwithheld (i) assign or in any manner transfer this Lease or any estate or interest therein, conditioned or delayed(ii) permit any assignment of this Lease or any estate or interest therein, by operation of law, or (iii) sublet the leased Premises or any part thereof, or (iv) grant any license, concession or other right of occupancy of any portion of the leased Premises, or (v) permit the use of the leased Premises by any parties other than Tenant, its agents and employees and any such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Tenant shall have the right, act without Landlord’s consent and upon prior written notice consent shall be void and of no effect. Consent by Landlord to Landlord (specifically describing Tenantone or more assignments or sublettings shall not operate as a waiver of Landlord’s relationship with such subsidiary, affiliate, related company, or successor), rights as to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease subsequent assignments and copies of financial reports and other relevant financial information of the proposed subtenant or assigneesublettings. Notwithstanding any permitted assignment or subletting, Tenant and any guarantor of Tenant’s obligations under this Lease shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent rent herein specified and for compliance with all of its Tenant’s other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of If an “event of default” (, as hereinafter defined), if should occur while the Leased leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may, may at its option, option collect directly from such assignee or subtenant sublessee all rents or other payments due and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from by Tenant hereunder, and no Tenant hereby authorizes and directs any such assignee or sublessee to make such payments of rent directly to Landlord upon receipt of notice from Landlord. No direct collection by Landlord from any such assignee or sublessee shall be construed to constitute a novation or a release of Tenant or any guarantor of Tenant from the further performance of Tenant’s its obligations hereunder. In Receipt by Landlord of rent from any assignee, sublessee or occupant of the event leased Premises shall not be deemed a waiver of the Rent, including, without limitation, Base Rent covenant of this Lease contained against assignment and any Additional Rent, together with any and all other costs, fees, expenses subletting or other amounts paid a release of Tenant under this Lease. The receipt by Landlord from any such occupantassignee or sublessee obligated to make payments of rent shall be a full and complete release, userdischarge, subtenant and acquittance to such assignee or assignee in sublessee to the extent of any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased Premises, then the amount of such excess shall be rent so paid to Landlord. Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by or is authorized and empowered, on behalf of Tenant, to endorse the name of Tenant upon any check, draft, or other instrument payable to Tenant evidencing payment of rent, or any part thereof, and to receive and apply the proceeds therefrom in accordance with the terms hereof. Tenant shall not mortgage, pledge or otherwise encumber its interest in this Lease or in the leased Premises.
Appears in 2 contracts
Samples: Office Building Lease Agreement, Office Building Lease Agreement (Rackspace Inc)
Assignment and Subletting. A. The Tenant shall agrees not have the right to assign, encumber transfer, or pledge mortgage this Lease lease or to any right or interest therein, or sublet the whole Leased Premises or any part of the Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereofthereof, without the prior written consent of Landlord. No assignment or subletting made with the consent of Landlord shall relieve Tenant of its obligations hereunder, which consent and Tenant shall continue to be liable as a principal (and not as a guarantor or surety to the same extent as though no assignment or sublease had been made. Consent by Landlord to an assignment or sublease shall not be unreasonably withheld, conditioned construed to be consent to any additional assignment or delayed, and subletting. Each such restrictions successive act shall require similar consent of Landlord. Landlord shall be binding upon reimbursed by Tenant for any assignee costs or subtenant expenses incurred as a result of Tenant's request for consent to which Landlord has consented. Tenant shall have the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with any such subsidiary, affiliate, related company, assignment or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”)subletting. In the event Tenant desires to sublet subleases the Leased Premises, or any portion thereof, or assign assigns this LeaseLease with the consent of the Landlord at an annual Base Rental exceeding that stated herein, such excess shall be paid by Tenant shall give written notice thereof to Landlord as additional rental hereunder within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Leaseten (10) days after receipt by Tenant. Upon the occurrence of an “"event of default” (" as hereinafter defined)defined below, if all or any part of the Leased Premises or any part thereof are then assigned or sublet, LandlordLandlord may, in addition to any other remedies herein provided by this lease or provided by law, may, at its option, collect directly from such the assignee or subtenant all rents or other payments due and becoming due to Tenant under Tenant. Landlord shall have a security interest in all properties on the Leased Premises to secure payment of such assignment or sublease and apply such rent or other payments against any sums due to sums. Any collection directly by Landlord from Tenant hereunderthe assignee or subtenant shall not be construed, and no such collection shall be construed however, to constitute a novation or a release of Tenant from the further performance of Tenant’s its obligations hereunderunder this lease. In Notwithstanding the event foregoing, it is expressly agreed that if this Lease is assigned to any person or entity pursuant to the Rentprovisions of the Bankruptcy Code, including11 U.S.C. Section 101 et esq. (the "Bankruptcy Code"), without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses monies or other amounts paid by any considerations payable or otherwise to be delivered in connection with such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased Premises, then the amount of such excess assignment shall be paid or delivered to Lessor, shall be and remain the exclusive property of Landlord and shall not constitute property of Tenant or of the estate of Tenant within the meaning of the Bankruptcy Code. Any and all monies or other considerations constituting Landlord's property under the preceding sentence not paid or delivered to Landlord as Additional Rent hereunder within five (5) business days shall be held in trust for the benefit of Landlord and be promptly paid or delivered to Landlord. Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code shall be deemed without further act or deed to have assumed all of the obligations arising under this Lease on and after receipt thereof by or on behalf the date of Tenantsuch assignment. Any such assignee shall upon demand execute and deliver to Landlord an instrument confirming such assumption.
Appears in 2 contracts
Samples: Commercial Lease Agreement (Avanex Corp), Commercial Lease Agreement (Avanex Corp)
Assignment and Subletting. A. Except with respect to Permitted Transfers, Tenant shall not have the right to assign, sublease, transfer or encumber or pledge this Lease or to sublet the whole or any part of the Leased Premisesinterest therein (any assignment, whether voluntarily or by operation of lawsublease, transfer, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereof, encumbrance is referred to herein as a “Transfer”) without the Landlord’s prior written consent of Landlordconsent, which consent shall not be unreasonably withheld, conditioned or delayed, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Tenant shall have the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Transfer shall not release Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign from performing its obligations under this Lease, but rather Tenant and its transferee shall give written notice thereof be jointly and severally liable therefor. Landlord’s consent to Landlord within a reasonable time prior any Transfer shall not waive Landlord’s rights as to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease subsequent Transfers. With respect to any assignment and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at pay to Landlord, immediately upon receipt thereof, one-half of all times remain directly, primarily and fully responsible and liable compensation received by Tenant for such Transfer that exceeds the payment Base Rental allocable to the portion of the Rent herein specified Premises covered thereby after Tenant recovers from such excess Tenant’s reasonable and actual out-of-pocket expenses incurred in assigning or subletting the space for compliance brokerage commissions, legal fees, advertising costs, tenant improvements and other customary tenant inducements. If no Event of Default has occurred and is continuing, Tenant may assign this Lease without the prior written consent of Landlord (i) to a parent of Tenant or a subsidiary of Tenant, (ii) in connection with the merger, acquisition, consolidation or reorganization of Tenant, (iii) the sale or offering of capital stock of Tenant, or (iv) the sale of all or substantially all of its other obligations under Tenant’s assets, so long as, with respect to any assignment referred to in the termspreceding clauses (i) through (iv), provisions the assignee has the creditworthiness and covenants financial wherewithal that is equal to or greater than Tenant’s on the date of this LeaseLease and intends to use the Premises in a comparable manner to Tenant’s use. Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect directly from such assignee or subtenant all rents or other payments due and becoming due to Tenant under such Any assignment or sublease must be in writing and apply such rent or other payments against any sums due to Tenant shall have provided Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s obligations hereunder. In the event the Rent, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion copy of the Leased Premises, then executed copy of assignment or sublease within ten days after the amount date of such excess shall be paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by sublease or on behalf of Tenantassignment.
Appears in 2 contracts
Samples: Office Lease Agreement, Office Lease Agreement (Masergy Communications Inc)
Assignment and Subletting. A. Tenant shall not have the right Not to assign, encumber assign or pledge this Lease or to sublet the whole all or any part portion of the Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereof, without the prior written consent of Landlord, the Landlord which consent shall not be unreasonably withheld, conditioned withheld or delayed. In the event Landlord consents to a subletting or assignment of all or any portion of the Premises, and such restrictions it shall be binding upon a condition of any such subletting or assignment that the sublessee or assignee or subtenant agree in writing with Landlord to which Landlord has consentedbe bound by each and every term, covenant and condition contained in this Lease. Tenant shall have the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor)consent, to assign this Lease to an entity controlling, controlled by or sublease the Leased Premises under common control with Tenant or to a subsidiarycorporation into which Tenant is merged or consolidated so long as, affiliateon the completion of such merger, related company consideration, acquisition or assumption, the successor of Tenant (“Permitted Transferee”). In has a net worth not less than the event Tenant desires to sublet the Leased PremisesTenant’s net worth, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time immediately prior to such merger, consolidation, acquisition or assumption. No assignment or subletting shall relieve the proposed commencement date Tenant of such subletting or assignment, which notice its obligations hereunder. It shall set forth be a condition to any assignment that the name assignee shall agree to be bound by all obligations of the proposed subtenant or assignee, the relevant terms of Tenant coming due after such assignment and that Landlord may rely on such agreement. If for any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect directly from such assignee or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease and apply such consented to by Landlord hereunder Tenant receives rent or other payments against any sums due to Landlord from Tenant consideration, either initially or over the Term of the assignment or sublease in excess of the rent called for hereunder, or in case of sublease of part, in excess of such rent fairly allocable to the part, after appropriate adjustments to assure that all other payments called for hereunder are appropriately taken into account and no such collection shall be construed to constitute a novation or a release after deduction for reasonable expenses of Tenant from in connection with the further performance of Tenant’s obligations hereunder. In the event the Rentassignment or sublease, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased Premises, then the amount of such excess shall be paid to pay to Landlord as Additional Rent hereunder within five additional rent fifty (550%) business days percent of the excess of each such payment of rent or other consideration received by Tenant promptly after receipt thereof by or on behalf of Tenantits receipt.
Appears in 2 contracts
Samples: Corbus Pharmaceuticals Holdings, Inc., Corbus Pharmaceuticals Holdings, Inc.
Assignment and Subletting. A. Tenant shall not have the right to assign, encumber assign or pledge this Lease or to sublet the whole or any part of the Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereofTenant, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Tenant consented (which consent shall have the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”not be unreasonably withheld). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. In no event may Tenant sublet, nor will Landlord consent to any sublease of, all or any portion of the Leased Premises if the rent is determined in whole or in part based upon the income or profits derived by the sub-lessee (other than a rent based on a fixed percentage or percentages of receipts or sales). Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this his Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect directly from such assignee or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s 's obligations hereunder. In Tenant shall pay to Landlord, on demand, a reasonable service charge for the event the Rent, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion processing of the Leased Premises, then application for the amount consent and for the preparation of such excess the consent. Such service charge shall be paid to collectible by Landlord as Additional Rent hereunder within five (5) business days after receipt thereof only where consent is granted by or on behalf of TenantLandlord.
Appears in 2 contracts
Samples: Lease Agreement (Atlas Financial Holdings, Inc.), Lease Agreement (Atlas Financial Holdings, Inc.)
Assignment and Subletting. A. Tenant Not without prior written consent of Landlord (which consent shall not have the right be unreasonably withheld or delayed by Landlord) to assignassign this Lease, encumber or pledge this Lease to make any sublease, or to sublet permit occupancy of the whole Premises or any part of the Leased Premisesthereof by anyone other than Tenant, whether voluntarily or by operation of law, it being understood that Tenant shall, as additional rent, reimburse Landlord promptly for reasonable legal and other expenses incurred by Landlord in connection with any request by Tenant for consent to assignment or permit subletting. No assignment or subletting shall affect the use or occupancy continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee). No consent to any of the Leased Premises foregoing in a specific instance shall operate as waiver in any subsequent instance. If Tenant requests Landlord's consent to assign this Lease or sublet more than forty percent (40%) of the Premises, Landlord shall have the option, exercisable by anyone other written notice to Tenant given within thirty (30) days after receipt of such request, to terminate this Lease as of a date specified in such notice which shall be not less than forty-five (45), or more than sixty (60) days after the date of such notice, and any rental received by Tenant from sub-tenant must be remitted to Landlord, provided, however, in the event Landlord notifies Tenant of its right to recapture as aforesaid, Tenant shall have the right, exercisable by written notice within fifteen (15) days of receipt of Landlord's notice, to withdraw its request to so assign or for any use other sublet the Premises. Landlord and Tenant hereby further agree that if Landlord approves a sublease or assignment with a total rentable amount greater than the use described in Paragraph 1 hereoftotal rent due from Tenant to Landlord under this Lease, without then Tenant shall pay to Landlord forthwith upon Tenant's receipt of each such installment of such excess rent during the prior written consent term of Landlordany approved sublease or assignment, which consent shall not be unreasonably withheldas additional rent hereunder, conditioned an amount equal to fifty percent (50%) of the positive excess between all fixed rent and additional rent received by Tenant under the sublease or delayedassignment (after reimbursement to Tenant of all reasonable brokerage fees, reasonable attorney fees, reasonable tenant improvement allowances and such restrictions any other subletting costs reasonably incurred by Tenant) and the Fixed Rent and additional rent to Landlord under this Lease. In the event the sublease is less than the full Premises hereunder, the above rent adjustment shall be binding upon any assignee or subtenant to which Landlord has consentedequally prorated on a square foot basis. Notwithstanding the foregoing, Tenant shall have the right, without Landlord’s consent and upon prior written notice 's consent, to Landlord (specifically describing sublet, assign or otherwise transfer its interest in this Lease to any parent, affiliate or operating subsidiary of Tenant’s relationship with such subsidiary, affiliate, related company, or successorsubsidiary or affiliate of Tenant's parent, or to a corporation with which it may merge or consolidate, provided, however, that such sublessee, assignee, or transferee agrees to be bound by all the terms and provisions of this Lease and written documentation evidencing same is provided to Landlord. Anything contained in the foregoing provisions of this section to the contrary notwithstanding, neither Tenant nor any other person having interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of space in the Premises which provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person from the Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), to assign this Lease and any such purported lease, sublease, license, concession or sublease other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the Leased Premises to a subsidiarypossession use, affiliate, related company occupancy or successor utilization of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name part of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect directly from such assignee or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s obligations hereunder. In the event the Rent, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased Premises, then the amount of such excess shall be paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by or on behalf of Tenant.,
Appears in 2 contracts
Samples: Lease (Irobot Corp), Lease (Irobot Corp)
Assignment and Subletting. A. Tenant shall not have the right to assign, assign or encumber or pledge its interest under this Lease or to sublet the whole all or any part portion of the Leased Premises, whether voluntarily or Premises without first obtaining Landlord's consent in writing. This provision shall apply to all transfers by operation of law, and to all mergers and changes in control of Tenant, all of which shall be deemed assignments for the purposes of this Section. No assignment shall relieve Tenant of its obligation to pay rent or permit the use or occupancy of the Leased Premises perform other obligations required by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereof, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayedthis Lease, and such restrictions no consent to one assignment or subletting shall be binding upon a consent to any assignee further assignment or subtenant to subletting. If Xxxxxx proposes a subletting or assignment for which Xxxxxxxx's consent is required, Landlord has consented. Tenant shall have the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign option of terminating this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of and dealing directly with the proposed subtenant or assignee, or any third party. Notwithstanding the relevant terms foregoing, Landlord may at its sole discretion withhold consent to the subletting or assignment of the Premises to an existing occupant of the Building, to any prospective tenant with which the Landlord or Landlord's agents have negotiated within the previous six (6) months, or where any sublease and copies of financial reports and other relevant financial information of will require any changes to any building systems. Tenant shall not advertise at a rate which is less than the proposed subtenant or assigneeBuilding's listed rate. Notwithstanding If Landlord does not terminate this Lease, Landlord shall not unreasonably withhold its consent to any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for subletting provided the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect directly from such assignee or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s obligations hereunder. In the event the Rent, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses or other amounts effective rental paid by any such occupant, user, the subtenant or assignee in any month exceeds is not less than the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion current scheduled rental rate of the Leased PremisesBuilding for comparable space and the proposed Tenant is compatible with Landlord's normal standards for the Building. If an assignment or subletting is permitted, then any cash net profit, or the amount net value of any other consideration received by Tenant as a result of such excess transaction shall be paid to Landlord as Additional Rent hereunder within five (5) business days after promptly following its receipt thereof by Tenant. Tenant shall pay any costs incurred by Landlord in connection with a request for assignment or on behalf of Tenantsubletting, including reasonable attorney fees.
Appears in 2 contracts
Samples: Lease (AbSci Corp), Lease (AbSci Corp)
Assignment and Subletting. A. Tenant shall not have the right to assign, sublet, transfer or encumber or pledge this Lease or to sublet the whole lease, or any part of the Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereofinterest therein, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Tenant shall have the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or Any attempted assignment, which notice shall set forth the name subletting, transfer or encumbrance by Tenant in violation of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this LeaseParagraph shall be void. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignments, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an “"event of default” (" as hereinafter defined), if the Leased Premises premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided provided, or provided by law, may, may at its option, option collect directly from form such assignee or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s 's obligations hereunder. In the event the Rent, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased Premises, then the amount of such excess shall be paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by or on behalf of Tenant.
Appears in 2 contracts
Samples: Lease Agreement (Hayes Corp), Lease Agreement (Hayes Corp)
Assignment and Subletting. A. Tenant shall not have the right to assign, encumber or pledge assign this Lease in whole or to in part or sublet the whole all or any part of the Leased Premises, whether voluntarily nor permit other persons to occupy the Leased Premises or by operation of lawany part thereof, nor grant any license or permit the use concession for all or occupancy any of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereofPremises, without the prior written consent of Landlord, which consent shall not may be unreasonably withheld, conditioned or delayed, withheld in Landlord’s sole and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consentedunfettered discretion. Tenant shall have provide Landlord with a lease application form completed and signed by prospective subtenant or assignee in the right, without Landlord’s consent form provided by Landlord and upon prior written notice to other such financial information as Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”)may request. In the event Tenant desires Landlord approves Tenant’s request to sublet the Leased Premises, or any portion thereof, or assign this Lease, and Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if sublets the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition for an amount greater than the amount Tenant is required to any other remedies herein provided or provided by law, may, at its option, collect directly from such assignee or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s obligations hereunder. In the event the Rent, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder pay for such assigned or sublet portion of the said Leased Premises, then the amount of such excess all Additional Rent shall accrue and be paid to Landlord. Any consent by Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by to an assignment of this Lease or on behalf subletting shall not constitute a waiver of the necessity of such consent for subsequent assignment or subletting and shall not relieve Tenant or any guarantors of liability hereunder. An assignment for the benefit of Tenant’s creditors or otherwise by operation of law shall not be effective to transfer or assign Tenant’s interest under this Lease unless Landlord shall have first consented thereto in writing. Notwithstanding the above, it is understood and agreed that Tenant may assign this Lease without Landlord’s consent, at any time during the term of this Lease, to any parent corporation of Tenant or to the surviving corporation in connection with a merger or consolidation or a reorganization, provided however, Tenant shall notify Landlord in writing of any such assignment, and provided assignee accepts full responsibility and liability for all terms and obligations of this Lease.
Appears in 2 contracts
Samples: Commercial Lease Agreement (Zomedica Pharmaceuticals Corp.), Commercial Lease Agreement (Zomedica Pharmaceuticals Corp.)
Assignment and Subletting. A. Tenant Subtenant shall not have the right to assign, encumber assign this Sublease or pledge this Lease sub-sublease all or to sublet the whole or any part a portion of the Leased Subleased Premises in accordance with Article 14 (Assignment and Subletting) of the Original Master Lease which (except as noted in Section 6.5(a) above) is incorporated herein, subject to (x) the approval of Sublandlord, which approval shall be granted or withheld in the manner described in the Master Lease with respect to Landlord’s rights to approve assignments or subleases, and (y) the approval of Landlord pursuant to the Master Lease. Subtenant expressly acknowledges that any deemed consent by Sublandlord to a proposed sub-sublease of any portion of the Subleased Premises following Sublandlord’s failure to respond to a second (2nd) notice from Subtenant as described in Section 14.2 of the Original Master Lease (as incorporated herein by reference) will not be deemed to constitute consent (or deemed consent) of Landlord to any assignment or sublease. Subtenant shall pay all fees and costs payable to Landlord pursuant to the Master Lease in connection with any proposed assignment, sub-sublease or transfer of the Subleased Premises, together with all of Sublandlord’s reasonable out-of-pocket costs relating to Subtenant’s request for such consent, regardless of whether voluntarily or by operation such consent is granted, and the effectiveness of law, or permit any such consent shall be conditioned upon Landlord’s and Sublandlord’s receipt of all such fees and costs. Subtenant shall have the use or occupancy benefits of Section 14.8 (Permitted Transfers) of the Leased Premises by anyone other than Tenant Original Master Lease. For the purpose of this Sublease, any sale or for transfer of Subtenant’s capital stock, redemption or issuance of any use other than additional stock of any class or the use described in Paragraph 1 hereof, without the prior written consent trading of Landlord, which consent any of Subtenant’s stock if Subtenant is a publicly traded company shall not be unreasonably withhelddeemed an assignment, conditioned subletting or delayedany other transfer of this Sublease or the Subleased Premises so long as such transaction does not constitute a “Transfer” pursuant to Section 14.6 of the Original Master Lease. Moreover, and such restrictions none of the following shall be binding upon deemed an assignment, subletting or any assignee other transfer of this Sublease or subtenant the Subleased Premises so long as such transaction does not constitute a “Transfer” pursuant to which Section 14.6 of the Original Master Lease: (i) a sale of corporate shares of capital stock in Subtenant in connection with an initial public offering of Subtenant’s stock on a nationally-recognized stock exchange, or (ii) the issuance of any stock preferences or other equity interests of Subtenant in connection with raising additional financing or capital. The terms of the immediately preceding two (2) sentences will not be deemed to bind Landlord has consented. Tenant shall have the right, without or restrict Landlord’s consent and upon prior written notice ability to Landlord (specifically describing Tenant’s relationship construe any transaction as a Transfer in accordance with such subsidiary, affiliate, related company, or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name terms of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Master Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect directly from such assignee or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s obligations hereunder. In the event the Rent, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased Premises, then the amount of such excess shall be paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by or on behalf of Tenant.
Appears in 2 contracts
Samples: Commencement Agreement (Lyft, Inc.), Commencement Agreement (Lyft, Inc.)
Assignment and Subletting. A. Tenant shall not have the right to assign, encumber or pledge this Lease or to sublet the whole or any part of the Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereofnot, without the prior written consent of Landlord, Landlord (which consent shall not be unreasonably withheld, conditioned withheld or delayed), and assign this Lease Agreement or any interest herein or sublet the Premises or any part thereof. Any of the foregoing acts without such restrictions consent shall be binding upon void. If at any assignee or subtenant to which Landlord has consented. time during the Term Tenant shall have the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), desires to assign this Lease Agreement or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, all or any portion thereof, or assign this Leasepart of the Premises, Tenant shall give written notice thereof (and any valid notice must be in writing) to Landlord within of such desire, including the name, address and contact party for the proposed assignee or subtenant, the effective date of the proposed assignment or sublease (including the proposed occupancy date by the proposed assignee or sublessee), and in the instance of a reasonable time proposed sublease, the square footage to be subleased, a floor plan professionally drawn to scale depicting the proposed sublease area (recognizing that the one attached as Exhibit “A” meets such criteria), and a statement of the duration of the proposed sublease (which shall in any and all events expire by its terms no later than prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants scheduled expiration of this LeaseLease Agreement, and immediately upon the sooner termination hereof). Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, Landlord may, at its option, collect directly from such assignee or subtenant all rents or other payments due and becoming due exercisable by written notice given to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance within forty-five (45) days next following Landlord’s receipt of Tenant’s obligations hereunder. In notice, elect to recapture the Premises if Tenant is proposing to sublet or terminate this Lease Agreement in the event of an assignment. Regardless of Landlord’s consent, no subletting or assignment shall release Tenant of Tenant’s obligation or alter the Rent, including, without limitation, Base primary liability of Tenant to pay the Rent and any Additional Rent, together with any and to perform all other costs, fees, expenses or other amounts paid obligations to be performed by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis Tenant hereunder for such assigned or sublet portion the remainder of the Leased Premises, then the amount of such excess current Lease Term. Landlord shall be paid entitled to Landlord a one-time $250.00 fee for consenting to any sublet or assignment. Provided, however, that at no time shall the use of the Premises by Tenant’s bank affiliates be considered an assignment or subletting (including but not limited to as Additional Rent hereunder within five (5) business days after receipt thereof by or on behalf of Tenantthat described in this Article 9).
Appears in 2 contracts
Samples: Lease Agreement, Lease Agreement (Alliance Data Systems Corp)
Assignment and Subletting. A. Tenant shall not have the right to assign, encumber or pledge this Lease or to sublet the whole or any part of the Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereofnot, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned be withheld or delayed, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Tenant shall have the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign this Lease or sublease sublet the Leased Demised Premises or any portion thereof. Any assignment or subletting shall be expressly subject to a subsidiary, affiliate, related company or successor all terms and provisions of Tenant (“Permitted Transferee”)this Lease. In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment full performance of the Rent herein specified and for compliance with all of its other Tenant’s obligations under this Lease. Tenant shall not assign its rights hereunder or sublet the terms, provisions and covenants Demised Premises without first obtaining a written agreement from assignee or sublessee whereby assignee or sublessee agrees to be bound by the terms of this Lease. Upon No such assignment or subletting shall constitute a novation. In the event of the occurrence of an “event of default” (as hereinafter defined), if default while the Leased Demised Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies provided herein provided or provided by law, may, may at its Landlord’s option, collect directly from such assignee or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease of subletting and apply such rent or other payments against any sums due to Landlord hereunder. No direct collection by Landlord from Tenant hereunder, and no any such collection assignee or subtenant shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s its obligations hereunder. In Fifty percent of any excess rent over the event the Rent, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, assignee or subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased Premises, then the amount of such excess shall be paid over to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by Rent. Notwithstanding the foregoing, Tenant shall be entitled to assign this Lease to a parent, or on behalf of Tenantwholly owned subsidiary upon notice to Landlord.
Appears in 2 contracts
Samples: Commercial Lease Agreement (Intelepeer Inc), Commercial Lease Agreement (Intelepeer Inc)
Assignment and Subletting. A. Tenant (a) Lessee shall not have the right to assign, encumber or pledge this Lease or to sublet the whole or any part of the Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereofnot, without the prior written consent of LandlordLessor, which consent shall not be unreasonably withheldassign or in any manner transfer this Lease or any estate or interest therein or permit any assignment of this Lease or any estate or interest therein by operation of law or sublet the Leased Property or any part thereof or grant any license, conditioned concession or delayedother right of occupancy of any portion of the Leased Property; except that, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Tenant Lessee shall have the right, without Landlord’s the necessity of obtaining the consent and upon prior written notice to Landlord of Lessor, (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), i) to assign the leasehold estate under this Lease to any parent, subsidiary or sublease the Leased Premises to a subsidiary, affiliate, related company or successor affiliate of Tenant Lessee; (“Permitted Transferee”). In the event Tenant desires ii) to sublet the Leased PremisesProperty to any parent, subsidiary or any portion thereof, or assign this Lease, Tenant shall give written notice thereof affiliate of Lessee; and (iii) to Landlord within a reasonable time prior sublet up to the proposed commencement date of such subletting or assignment, which notice shall set forth the name 80% of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information rentable square feet of the proposed subtenant Leased Property to any Person. Consent by Lessor to one or assigneemore assignments or sublettings shall not operate as a waiver of Lessor's rights as to any subsequent assignments and sublettings. Notwithstanding any permitted assignment or subletting, Tenant Lessee and any guarantor of Lessee's obligations under this Lease shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its Lessee's other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence If an Event of an “event of default” (as hereinafter defined), if Default should occur and be continuing while the Leased Premises Property or any part thereof are is then assigned or sublet, LandlordLessor, in addition to any other remedies herein provided or provided by law, may, may at its option, option collect directly from such assignee assignee(s) or subtenant sublessee(s) all rents or other payments due and becoming due to Tenant Lessee under such assignment assignment(s) or sublease sublease(s) and apply such rent or other payments against any sums due to Landlord Lessor by Lessee hereunder and Lessee hereby authorizes and directs any such assignee or sublessee to make such payments of rent direct to Lessor upon receipt of notice from Tenant hereunder, and no Lessor. No direct collection by Lessor from any such collection assignee or sublessee shall be construed to constitute a novation or a release of Tenant Lessee or any guarantor of Lessee from the further performance of Tenant’s its obligations hereunder. In the event the RentReceipt by Lessor of rent from any assignee, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses sublessee or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion occupant of the Leased PremisesProperty shall not be deemed a waiver of the covenant in this Lease contained against assignment and subletting or a release of Lessee under this Lease. The receipt by Lessor to any such assignee or sublessee obligated to make payments of rent shall be a full and complete release, then discharge and acquittance to such assignee or sublessee to the extent of any such amount of such excess shall be rent so paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by or Lessor. Lessor is authorized and empowered, on behalf of TenantLessee, to endorse the name of Lessee upon any check, draft or other instrument payable to Lessee evidencing payment of rent or proceeds therefrom in accordance with the terms hereof.
Appears in 2 contracts
Samples: Lease Agreement (Celebrity Inc), Lease Agreement (Celebrity Inc)
Assignment and Subletting. A. Tenant shall not have the right to assign, encumber assign or pledge this Lease or to sublet the whole or any part of the Leased Premisesleased premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Premises leased premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereofTenant, without the prior written consent of Landlord, which such consent shall not to be unreasonably withheld, conditioned or delayed, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Tenant shall have the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premisesleased premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. In no event may Tenant sublet, nor will Landlord consent to any sublease of, all or any portion of the leased premises if the rent is determined in whole or in part based upon the income or profits derived by the sublessee (other than a rent based on a fixed percentage or percentages of receipts or sales). Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this his Lease. Upon the occurrence of an “"event of default” " (as hereinafter defined), if the Leased Premises leased premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect directly from such assignee or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s 's obligations hereunder. In Tenant shall pay to Landlord, on demand, a reasonable service charge for the event the Rent, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion processing of the Leased Premises, then application for the amount consent and for the preparation of such excess the consent. Such service charge shall be paid to collectible by Landlord as Additional Rent hereunder within five (5) business days after receipt thereof only where consent is granted by or on behalf of TenantLandlord.
Appears in 2 contracts
Samples: Lease Agreement (Entrade Inc), Lease Agreement (Entrade Inc)
Assignment and Subletting. A. Except as otherwise expressly provided below, Tenant shall not have the right to assign, encumber or pledge this Lease or to sublet the whole Leased Premises or any part thereof or transfer possession or occupancy thereof to any person, firm or entity or transfer or assign all or any part of the Leased Premisesthis lease, whether voluntarily nor shall any assignment or subletting hereof be affected by operation of law, law or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereof, otherwise without the Landlord’s prior written consent of Landlordconsent, which consent shall not be unreasonably withheld. If Tenant desires to sublet the Leased Premises or if Tenant desires to transfer or assign any of its rights under this lease, conditioned or delayedTenant shall give to the Landlord 30 days written notice of Tenant’s intention to do so. Any provision of this lease to the contrary notwithstanding, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Tenant shall have the right, without Landlord’s consent at any time and from time to time upon 15 days prior written notice to Landlord (specifically describing Tenantbut without Landlord’s relationship with such subsidiary, affiliate, related company, consent to sublet all or successor), to assign this Lease or sublease a part of the Leased Premises or assign Tenant’s interest in this lease to a any subsidiary, affiliateparent entity, related company or successor affiliate or entity under common control with Tenant or in connection with any merger, consolidation or sale of all or substantially all of the stock or assets of Tenant; provided, that (i) Tenant shall remain primarily liable under this lease, (ii) any proposed assignee or sublessee shall assume, in a written instrument reasonably acceptable to Landlord, all of the obligations and undertakings of Tenant under this lease, (“Permitted Transferee”). In the event Tenant desires to sublet iii) no use shall be employed in connection with the Leased Premises, or any portion thereof, or assign this Lease, Premises other than the Approved Use; and (iv) Tenant shall give written not then be in default under this lease, beyond any applicable notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting and cure period. If this lease is assigned or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned sublet or subletoccupied by anybody other than Tenant as permitted above, Landlord, in addition to any other remedies herein provided or provided by law, Landlord may, at its optionafter default by Tenant, collect directly rent from such assignee the assignee, subtenant or subtenant all rents or other payments occupant, and apply the net amount so collected to the Rent due and becoming due to from Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from Tenant hereunderthis lease, and but no such assignment, subletting, occupancy or collection shall be construed to constitute deemed a novation waiver of any of Tenant’s covenants contained in this lease or the acceptance of such assignee, subtenant or occupant as Tenant, or a release of Tenant from the further performance by Tenant of Tenant’s obligations hereunderits covenants under this lease. In Notwithstanding anything to the event the Rentcontrary in this lease, including, without limitation, Base Rent and any Additional Rent, together with approved assignment of this lease shall also fully release Tenant from any and all other liability under this lease from and after the date of such assignment. Further any such assignee, subtenant, or occupant shall unconditionally pay to Landlord all such rent in the event Landlord delivers notice to such assignee, subtenant, or occupant demanding the payment of rent to be made to Landlord. Such assignee, subtenant, or occupant may unconditionally rely upon any such notice it receives from Landlord and need not inquire or obtain Tenant’s consent thereto. Tenant shall pay or reimburse Landlord for all reasonable costs and expenses (including attorney’s fees and costs, fees, ) incurred by Landlord in order to complete any such assignment or subletting as permitted under this section. Those costs and expenses shall be deemed to be Additional Rent under this lease. If the Leased Premises are sublet or other amounts assigned at a rental rate higher than the Rent required to be paid by any Tenant, 50% of the difference between the rental rate due from such occupant, user, subtenant or assignee in any month exceeds and the Rent payable on a per rentable square foot basis hereunder due under this lease shall be paid by Tenant to Landlord after deduction therefrom of any leasing commissions and any alteration expenses actually incurred and paid for by Tenant in connection with such assigned subletting or assignment. In addition to the foregoing, in no event may Tenant sublet all or any portion of the Leased Premises, then Premises at a rental rate for Base Rent less than the amount Landlord’s asking rental rate for comparable space in the Building as determined by Landlord in Landlord’s reasonable discretion. Landlord shall have the right to assign or otherwise transfer any or all of its rights under this lease without Tenant’s approval; provided that such excess shall be paid to Landlord as Additional Rent hereunder within five (5) business days assignee or transferee assumes all of the Landlord’s obligations under this lease whether accruing before or after receipt thereof by any such assignment or on behalf of Tenanttransfer.
Appears in 2 contracts
Samples: Office Lease Agreement (Root, Inc.), Office Lease Agreement (Root Stockholdings, Inc.)
Assignment and Subletting. A. The Tenant shall not, without the Landlord's prior written consent, which shall not have the right to be unresonably withheld, (a) assign, convey, mortgage, pledge, encumber or pledge otherwise transfer (whether voluntarily or otherwise) this Lease or any interest under it; (b) allow any transfer thereof by operation of law except to a subsidiary, affiliate, or parent company or to a company with which Tenant merges; (c) sublet the whole Premises or any part of the Leased Premises, whether voluntarily or by operation of lawthereof, or (d) permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereof, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Tenant shall have the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof by anyone other than the Tenant. Notwithstanding anything herein to the contrary, Tenant may assign or sublet the Premises or any potion thereof to any parent, affiliate or subsidiary of Tenant or any company with which Tenant merges without Landlord's consent as long as: a) The Real Estate Department of Tenant makes a good faith effort to inform Landlord as soon as possible as to the effective date of the assignment or subletting, b) if Tenant continues to exist as an entity, Tenant remains liable for the performance of Tenant's obligations hereunder. Notwithstanding anything herein to the contrary, if United States or Georgia or other state securities laws and regulations prohibit disclosure of a pending merger or acquisition, Tenant may withhold notification of such merger or acquisition until it is legally permitted to disclose at which time Tenant shall promptly notify Landlord of the assignment or subletting. If the assignment, transfer, or subletting is approved and rents under the sublease are greater than the rents provided for herein, then Landlord shall have the further option either (a) to convert the sublease into a prime lease and receive all of the rents, in which case Tenant will be relieved of further liability hereunder and under the proposed sublease, or (b) to require Tenant to remain liable under this Lease, in which event Tenant shall be entitled to retain such excess rents. If this Lease be assigned or subletif the Premises or any part thereof be sublet or occupied by anybody other than the Tenant, Landlord, in addition to any other remedies herein provided or provided by law, Landlord may, at its optionafter default by Tenant, collect directly rent from such assignee the assignee, subtenant or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease occupant, and apply such rent or other payments against any sums due the net amount collected to Landlord from Tenant hereunderthe Rent herein reserved, and but no such assignment, subletting, occupancy or collection shall be construed to constitute deemed a novation waiver of any of the Tenant's covenants contained in this Lease or the acceptance of such assignee, subtenant or occupant as Tenant, or a release of Tenant from the further performance by tenant of Tenant’s obligations hereunder. In covenants on the event the Rent, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion part of the Leased Premises, then the amount of such excess shall be paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by or on behalf of TenantTenant herein contained.
Appears in 2 contracts
Samples: Office Lease (Elastic Networks Inc), Office Lease (Elastic Networks Inc)
Assignment and Subletting. A. Tenant shall not have the right to assign, encumber assign or pledge hypothecate this Lease or to sublet the whole all or any part of the Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereof, without the prior written consent of Landlord. If Tenant wishes to assign or sublet the Premises, which consent it shall not give notice in writing (by certified mail or by personal delivery) of such intention to Landlord and, thereupon, Landlord shall, within thirty (30) days of receipt of such notice, have the right to unilaterally terminate this Lease or to approve said subletting by written notice to Tenant. If no notice is given by Landlord, Landlord will be unreasonably withhelddeemed to have elected to approve the assignment or subletting. If the assignment or subletting is approved and rents under the sublease are greater than the rents provided for herein, conditioned or delayed, and such restrictions shall be binding upon any assignee or subtenant to which then Landlord has consented. Tenant shall have the rightfurther option either (a) to convert the sublease into a prime Lease and receive all of the rents, without Landlord’s consent in which case Tenant will be relieved of further liability hereunder and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related companyunder the proposed sublease, or successor), (b) to assign this Lease or sublease the Leased Premises require Tenant to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign remain liable under this Lease, in which event Tenant shall give written notice thereof be entitled to Landlord within a reasonable time prior to retain such excess rents. If the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or sublettingsubletting is approved and rents under the sublease are less than the rents provided for herein, Tenant shall at remain liable under all times remain directly, primarily the covenants and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants conditions of this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition Landlord may withhold its consent to any other remedies herein provided or provided by law, may, at its option, collect directly from such proposed assignee or subtenant all rents which in Landlord's judgment (a) would conflict with the tenancy, use or business of any other payments due and becoming due tenant or the tenant mix of the Center, (b) has a net worth and/or credit history inferior to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance that of Tenant’s obligations hereunder. In , or (c) is currently a tenant or negotiating for space in the event the Rent, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased Premises, then the amount of such excess shall be paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by or on behalf of TenantCenter.
Appears in 2 contracts
Samples: MKS Instruments Inc, MKS Instruments Inc
Assignment and Subletting. A. (a) Tenant shall not have the right to assign, encumber or pledge assign this Lease or any of Tenant’s rights or obligations hereunder, or sublet or permit anyone to sublet occupy the whole Premises or any part of the Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereofthereof, without (i) the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, and such restrictions shall delayed No assignment or transfer of this Lease may be binding upon any assignee effected by operation of law or subtenant to which Landlord has consented. Tenant shall have the right, otherwise without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenantconsent. Any assignment, subletting or occupancy, Landlord’s relationship with such subsidiaryconsent thereto or Landlord’s collection or acceptance of rent from any assignee, affiliatesubtenant or occupant, related company, shall not be construed as a waiver or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor release of Tenant from liability hereunder (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, if being understood that Tenant shall at all times remain directlyprimarily liable as a principal and not as a guarantor or a surety) and shall not be construed as relieving Tenant or any assignee, primarily and fully responsible and liable subtenant or occupant from the obligation of obtaining Landlord’s prior written consent’ to any subsequent assignment, subletting or occupancy. Tenant assigns to Landlord any sum due from any assignee, subtenant or occupancy of Tenant as security for the payment of the Rent herein specified and for compliance with all Tenant’s performance of its other obligations under the terms, provisions and covenants of pursuant to this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect directly from Tenant authorizes each such assignee or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s obligations hereunder. In the event the Rent, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, userassignee, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for occupant to pay such assigned sum directly to Landlord if such assignee, subtenant or sublet portion of the Leased Premises, then the amount of occupant receives written notice from Landlord specifying that such excess rent shall be paid directly to Landlord. Landlord’s collection of such rent shall not be construed as an acceptance of such assignee, subtenant or occupant as a tenant nor a waiver of any default hereunder by Tenant. All restrictions and obligations imposed pursuant to this Lease on Tenant or the use and occupancy of the Premises shall be deemed to extend to any subtenant, assignee or occupant of Tenant, and Tenant shall cause such persons to comply with all such restrictions and obligations. Tenant shall not mortgage or hypothecate this Lease without Landlord’s written consent, which consent may be granted or withheld in Landlord’s sole and absolute discretion. Tenant shall pay the expenses (including attorney’s fees and hourly fees for Landlord’s employees and agents) incurred by Landlord in connection with reviewing Tenant’s request for Landlord to give its consent to any assignment, subletting, occupancy or mortgage, and Landlord’s receipt of reimbursement for such expenses from Tenant (not to exceed five hundred dollars ($500.00)) shall be a condition to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by providing its consent to such assignment, subletting, occupancy or on behalf of Tenantmortgage.
Appears in 2 contracts
Samples: Deed of Lease (Maravai Lifesciences Holdings, Inc.), Deed of Lease (Maravai Lifesciences Holdings, Inc.)
Assignment and Subletting. A. Tenant shall not have sublet all or part of the right to Premises or assign, transfer, mortgage, pledge or encumber or pledge this Lease or to sublet the whole or any part of the Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereofinterest therein, without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Any attempt by Tenant to sublease all or part of the Premises or to assign, conditioned transfer or delayedencumber this Lease shall (a) be void and (b) not relieve Tenant from the further performance of its obligations hereunder. Tenant hereby assigns, transfers and conveys to Landlord all amounts received by Tenant (whether denominated as rent or otherwise) pursuant to or in connection with, any such actual or attempted assignment or sublease, whether consented to by Landlord or mandated by judicial intervention, including without limitation any amounts in excess of the Base Rent, and such restrictions shall be binding upon any assignee or subtenant Xxxxxx agrees to which Landlord has consented. Tenant shall have the right, without Landlord’s consent and upon prior written notice deliver to Landlord such amounts within ten (specifically describing Tenant’s relationship with 10) days after receipt. Landlord may collect any such subsidiary, affiliate, related company, or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect amounts directly from such assignee assignee, subtenant or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease transferee and apply such rent or other payments the same against any sums the Base Rent and Additional Rent due to Landlord from Tenant hereunder, and no . No such collection shall be construed to constitute a novation or a release of Tenant from the further performance of TenantXxxxxx’s obligations hereunder. In the event the RentAny subletting or assignment hereunder shall not release or discharge Tenant of or from any liability, includingwhether past, without limitationpresent or future, Base Rent under this Lease, and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, Tenant shall continue fully liable thereunder. The subtenant or subtenants or assignee shall agree in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion form satisfactory to Landlord to comply with and be bound by all of the Leased Premisesterms, then covenants, conditions, provisions and agreements of this Lease to the amount extent of such excess the space sublet or assigned, and Tenant shall be paid deliver to Landlord promptly after execution an executed copy of each such sublease or assignment and an agreement of compliance by each such subtenant or assignee. Consent by Landlord to any assignment of this Lease or to any subletting of the Premises shall not be a waiver of Landlord’s rights under this Article 10 as Additional Rent hereunder within five (5) business days after receipt thereof by to any subsequent assignment or on behalf of Tenantsubletting.
Appears in 2 contracts
Samples: Warehouse Lease Agreement (Lakeside Holding LTD), Warehouse Lease Agreement (Lakeside Holding LTD)
Assignment and Subletting. A. Tenant 7.01 Except as provided in this Lease, Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not have the right to assign, mortgage or encumber or pledge this Lease or to sublet Lease, nor underlet, nor suffer, nor permit the whole Demised Premises or any part of the Leased Premises, whether voluntarily thereof to be used or occupied by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereofothers, without the prior written consent of Landlord, which consent shall Landlord in each instance not to be unreasonably withheld, conditioned or delayed, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Tenant shall have the right, without Landlord’s consent and upon prior written notice to reimburse Landlord (specifically describing Tenant’s relationship as additional rent for any reasonable out of pocket expenses of Landlord associated with such subsidiary, affiliate, related companyreview. If this Lease be assigned, or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased Demised Premises or any part thereof are then assigned be underlet or subletoccupied by anybody other than Tenant, Landlord, in addition to any other remedies herein provided or provided by law, Landlord may, at its optionbut shall not be obligated to, after default by Tenant, collect directly rents from such assignee the assignee, undertenant or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease occupant, and apply such rent the net amount collected to the rents herein reserved, but no assignment, underletting, occupancy or other payments against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute deemed a novation waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant under this Lease, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. Provided however, in the event of an assignment of the Lease to an entity having a net worth of $100 million or more as reasonably demonstrated to Landlord via a financial statement prepared pursuant to GAAP principles and certified by an accountant, and cash on hand equal to at least double the amount of Fixed Rent remaining for the Term and Renewal Term (if applicable) Tenant shall be deemed released from all liabilities and obligations under this Lease. The consent by Landlord to an assignment or underletting shall not be construed to relieve Tenant, or its assignee or subtenant, from obtaining the express consent in writing of Landlord to any further assignment or underletting if and to the extent required under this Lease. In no event shall any permitted subtenant assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord’s obligations hereunderprior written consent in each instance (which consent may not be unreasonably withheld, conditioned or delayed). In the event the Rentof any sublet, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased Premises, then the amount of such excess Tenant shall be paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by or on behalf of Tenantremain fully liable under this Lease.
Appears in 2 contracts
Samples: Lease Agreement (Blue Apron Holdings, Inc.), Lease Agreement (Blue Apron Holdings, Inc.)
Assignment and Subletting. A. If Tenant shall not have the right desires to assign, encumber assign this lease or pledge this Lease or to sublet the whole Premises or any part of the Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereof, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Tenant shall have the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give Landlord written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth desire together with the name of the proposed subtenant assignee or assigneesublessee, the relevant terms a detailed description of any sublease its business, and copies of financial reports and other relevant current financial information about it in sufficient detail to allow Landlord to assess the financial condition of such proposed assignee or sublessee. Landlord shall not unreasonably withhold its consent to any assignment or subletting. Landlord will consider the financial condition of the proposed subtenant assignee and/or sublessee and will compare such financial condition to Tenant's financial condition as of December 31, 2000, as reflected in Tenant's audited financial statement(s). Tenant shall give such notice and information to Landlord at least 30 days prior to the date on which Tenant desires to make such assignment or assigneesublease. For the purposes hereof, transfer of more than half of the stock or other voting control of Tenant shall be deemed to constitute an assignment of this Lease. Landlord shall, within 10 days following receipt of such notice, notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign this lease or sublet such space, or (ii) refuse to permit Tenant to assign this lease or sublet such space. If Landlord should fail to notify Tenant in writing of such election within such thirty-day period, Landlord shall be deemed to have elected (ii) above. Consent by Landlord to one or more assignments or sublettings shall not operate as a waiver of Landlord's rights as to any subsequent assignments and sublettings. Tenant shall pay all costs incurred by Landlord in connection with the foregoing provisions including without limitation legal fees, construction costs to reconfigure the Premises, and credit checks. Notwithstanding any permitted assignment or subletting, Tenant and any guarantor of Tenant's obligations under this lease shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent rent herein specified and for compliance with all of its Tenant's other obligations under the terms, provisions and covenants of this Leaselease. Upon the occurrence of an “event of default” (as hereinafter defined)Moreover, if the Leased Premises rental or other consideration (or a combination of the rental and any part thereof are then assigned bonus or sublet, Landlord, in addition other consideration therefor or incident thereto) due and payable to any other remedies herein provided or provided Tenant by law, may, at its option, collect directly from such an assignee or subtenant sublessee exceeds the rental payable under this lease (appropriately prorated in the case of a sublease of less than all rents or other payments due of the Premises), then Tenant shall be bound and becoming due obligated to Tenant under pay Landlord (after deduction of the standard brokerage commission paid to the broker representing the pertinent sublessee, if in fact such assignment or sublease and apply such rent or other payments against any sums due to Landlord from Tenant hereundera commission is paid, and no such collection shall be construed to constitute a novation or a release any alteration costs) fifty percent (50%) of Tenant from the further performance of Tenant’s obligations hereunder. In the event the Rent, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased Premises, then the amount of such excess shall be paid to Landlord as Additional Rent hereunder rental and other excess consideration within five ten (510) business days after receipt thereof by Tenant. Finally, upon any assignment or on behalf subletting all rentals paid to Tenant by an assignee or sublessee shall be received by Tenant in trust for Landlord, to be forwarded immediately to Landlord. If Landlord transfers and assigns its interest in this lease and the Building containing the Premises, Landlord shall thereby be released from any further obligations hereunder, and Tenant agrees to look solely to such successor in interest of Tenantthe Landlord for performance of such obligations. Tenant shall not mortgage, pledge or otherwise encumber its interest in this lease or in the Premises. Notwithstanding anything contained herein to the contrary, Tenant agrees not to sublease any of its Premises or assign its lease to any lawyers or law firms in the event Xxxxxx and Xxxxx is a tenant in the Building.
Appears in 2 contracts
Samples: Office Lease Agreement, Office Lease Agreement (Sonus Networks Inc)
Assignment and Subletting. A. Except as provided in this Article, Tenant shall not have the right to assignnot, without Landlord’s consent (a) assign (by operation of law or otherwise), encumber or pledge otherwise transfer this Lease lease or any interest in this lease, or (b) sublet or permit others to sublet the whole occupy all or any part of the Leased Premises (whether for desk space, mailing privileges or otherwise). The transfer, redemption or issuance (by one or more transactions) of ownership interests of Tenant, any Guarantor or any direct or indirect parent of Tenant or any Guarantor which results in 50 percent or more of the ownership interests of that person being held by persons who did not hold 50 percent or more of those ownership interests on the date of this lease shall be considered an assignment of this lease which requires Landlord’s consent, unless such ownership interests are publicly traded on a national stock exchange or over the counter market. Landlord’s consent to an assignment, subletting or occupancy shall not relieve Tenant from any liability under this lease or from obtaining Landlord’s consent to any further assignment, subletting or occupancy. If Tenant desires to assign this lease or sublet all or substantially all of the Premises, whether voluntarily Tenant shall give Landlord notice of Tenant’s desire and the desired effective date. Tenant’s notice shall be an offer from Tenant to Landlord whereby Landlord may, at Landlord’s option, by notice to Tenant at any time within 30 days after Landlord’s receipt of Tenant’s notice, terminate this lease. If Landlord timely exercises its option to terminate this lease, the term of this lease shall expire effective on the later of (a) the effective date set forth in Tenant’s notice or (b) 120 days following Landlord’s receipt of Tenant’s notice. Landlord’s option set forth in this Section to terminate this lease shall not apply to any assignment of this lease in connection with a merger or consolidation, the transfer of all or substantially all of a person’s assets or the transfer, redemption or issuance (by operation one or more transactions) of lawownership interests, unless this lease is the primary asset of the assignor. If (a) Landlord does not timely exercise Landlord’s option pursuant to Section 16.2, and Tenant, within 180 days following Tenant’s notice under Section 16.2, desires to consummate an assignment of this lease or a sublease of all or substantially all of the Premises (any such transaction following that 180 day period shall first require another offer pursuant to Section 16.2), or permit the use or occupancy (b) Tenant desires to sublet less then substantially all of the Leased Premises (provided the Premises is not on the street level), or (c) Tenant desires to assign this lease in connection with a transaction excluded from Landlord’s option set forth in Section 16.2, Tenant shall give Landlord notice of Tenant’s desire, accompanied by anyone (i) an executed original of the proposed assignment (with an assumption of this lease signed by the assignee) or sublease, the effective or commencement date of which must be at least 30 days after the giving of Tenant’s notice, and all other than documents related to the assignment or sublease, (ii) a reasonably detailed description of the proposed assignee or subtenant and its principals, the nature of its business and its proposed use of the Premises, and (iii) current financial information with respect to the proposed assignee or subtenant, including its most recent financial statements (and Tenant shall promptly deliver to Landlord such additional information as Landlord reasonably requests). Landlord’s consent to the proposed assignment or for any use other than the use described in Paragraph 1 hereof, without the prior written consent of Landlord, which consent sublease shall not be unreasonably withheld, conditioned withheld or delayed, delayed (and such restrictions shall be binding upon any assignee if not given or subtenant to which Landlord has consented. Tenant shall have the right, without denied within 30 days following Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect directly from such assignee or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance receipt of Tenant’s obligations hereunder. In notice and the event the Rent, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased Premises, then the amount of such excess required information shall be paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by or on behalf of Tenant.deemed given), if:
Appears in 2 contracts
Samples: Office Lease, Office Lease
Assignment and Subletting. A. Tenant shall not have the right to assign, encumber or pledge assign this Lease or to any interest therein, or sublet the whole Premises or any portion thereof or permit other persons to occupy the Premises or any part thereof, or grant any license or concession for all or any part of the Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereof, without the prior written consent of Landlord, which consent may be granted or withheld in the sole and absolute discretion of Landlord, and no permitted assignment or subletting shall relieve Tenant of Tenant's covenants and agreements hereunder. No assignment or transfer of this Lease may be effected by merger, consolidation, dissolution, operation of law or otherwise without the prior written consent of Landlord, which consent may be granted or withheld in the sole and absolute discretion of Landlord. The consent of Landlord to any one assignment or sublease pursuant hereto shall not be unreasonably withhelddeemed to be a waiver of the provisions of this Section with respect to any subsequent assignment or sublease. Each such permitted sublease or assignment shall expressly be made subject to the provisions of this Lease, conditioned including without limitation, the use provisions hereof. No assignment or delayedsublet may violate any then existing exclusive uses of other tenants in the Shopping Center or restrictions otherwise binding on tenants of the Shopping Center nor the primary use of any other tenant in the Shopping Center. If Tenant assigns its rights and interests under this Lease, the assignee under such assignment shall expressly assume all of the obligations of Tenant hereunder, but such assignment and assumption shall not amend or otherwise affect any of the rights of Landlord under this Lease nor shall it affect or reduce any of the obligations of Tenant hereunder, and all such restrictions obligations shall be binding upon any assignee continue in full effect as obligations of a principal and not as obligations of a guarantor or subtenant surety to which Landlord has consentedthe same extent as though no assignment had been made. If Tenant shall have the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign this Lease or sublease the Leased Premises for rent or other consideration in excess of the rent payable hereunder, Landlord shall receive all such excess rent or other consideration as additional rent hereunder. The assignee or sublessee shall be required to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof make all payments due to Landlord within and Landlord shall thereafter, in a reasonable time prior prompt manner, remit to Tenant any amounts that may be due Tenant. Tenant shall, concurrently with the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms execution and delivery of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any such permitted assignment or sublettingsublease, deliver a duplicate original thereof to Landlord. If Tenant is a partnership, then any dissolution of Tenant or a withdrawal or change, whether voluntary, involuntary or by operation of law, of partners owning a controlling interest in Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants be deemed a voluntary assignment of this Lease. Upon the occurrence If Tenant is a corporation, then any dissolution, merger, consolidation or other reorganization of an “event of default” (as hereinafter defined)Tenant, if the Leased Premises or any part thereof are then assigned sale or sublettransfer of a controlling interest of the capital stock of Tenant, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect directly from such assignee or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release deemed an assignment of Tenant from the further performance this Lease. A sale of Tenant’s obligations hereunder. In the event the Rent, including, without limitation, Base Rent and any Additional Rent, together with any and substantially all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased Premises, then merchandise on the amount of such excess Premises to one purchaser shall be paid treated as and deemed to Landlord as Additional Rent hereunder be an assignment of this Lease within five (5) business days after receipt thereof by or on behalf the foregoing provisions of Tenantthis Section.
Appears in 2 contracts
Samples: Center Lease (Carrollton Bancorp), Center Lease (Carrollton Bancorp)
Assignment and Subletting. A. Tenant shall not have the right to assigneither voluntarily, encumber or pledge this Lease or to sublet the whole or any part of the Leased Premises, whether voluntarily or by operation of law, assign, transfer, mortgage, pledge, hypothecate or permit encumber this Lease or any interest therein, and shall not sublet the Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use their Premises, or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereofportion thereof, without first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned Tenant can transfer its rights to this Lease to a related entity provided Tenant owns in excess of 51% of the entity. when Tenant requests Landlord's consent to such assignment or delayedsubletting, it shall notify Landlord in writing of the name and such restrictions shall be binding upon any address of the proposed assignee or subtenant to which and the nature and character of the business of the proposed assignee or subtenant and shall provide financial statements for the proposed assignee or subtenant. Landlord has consented. Tenant shall have the rightoption (to be exercised within fifteen (15) business days from the submission of Tenant's request) to cancel this Lease as of the commencement date stated in the proposed sublease or assignment. If Landlord shall not exercise its option within the time set forth above, its consent to any proposed assignment or subletting shall not be unreasonably withheld. if Landlord approves an assignment or subletting as herein provided, Tenant shall pay to Landlord, as Additional Rent, the difference, if any, between Rent plus Additional Rent allocable to that part of the Premises affected by such assignment or sublease pursuant to the provisions of this Lease, and the Rent and Additional Rent payable by the assignee or sublessee to Tenant, less reasonable expenses actually incurred by Tenant related to the sublease or assignment to include attorney fees, brokerage commission and construction costs as evidenced by receipted bills. A consent to one assignment, subletting, occupation or use shall not be deemed to be a consent to any other or subsequent assignment, subletting, occupation or use and consent to any assignment or subletting shall in no way relieve Tenant of any liability under this Lease. Any assignment or subletting without Landlord’s 's consent shall be void, and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiaryshall, affiliateat the option of the Landlord, related company, or successor), to assign constitute a default under this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”)Lease. In the event Tenant desires that Landlord shall consent to sublet the Leased Premises, a sublease or any portion thereof, or assign this Leaseassignment hereunder, Tenant shall give written notice thereof pay Landlord's reasonable fees, not to Landlord within a reasonable time prior exceed one hundred dollars per transaction, incurred in connection with processing of documents necessary to the proposed commencement date giving of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect directly from such assignee or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s obligations hereunder. In the event the Rent, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased Premises, then the amount of such excess shall be paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by or on behalf of Tenantconsent.
Appears in 2 contracts
Samples: Lease Agreement (Brighton Technologies Corp), Lease Agreement (Brighton Technologies Corp)
Assignment and Subletting. A. Tenant shall not have the right to assign, encumber or pledge this Lease or to sublet the whole or any part of the Leased Premises, whether voluntarily nor assign this Lease or any interest therein (nor may this Lease be assigned by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for ) to any use other than the use described in Paragraph 1 hereofperson whomsoever, without the prior written consent of Landlord, which consent may be withheld in Landlord's sole discretion for any reason, and any attempted or purported assignment or subletting without Landlord's prior written consent shall constitute a breach of this Lease and shall at Landlord's election be void. If Tenant is a corporation or is an unincorporated association or partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association, or partnership in the aggregate in excess of fifty percent (50%) shall be deemed an assignment within the meaning and provisions of this Article. Notwithstanding the foregoing provisions of this Article 15, it shall not be unreasonably withheld, conditioned constitute an assignment or delayed, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. subletting for purposes of this Article 15 for Tenant shall have the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign this Lease or sublease sublet the Leased Premises without Landlord's consent to any corporation or business entity which controls, is controlled by, or is under common control with Tenant, or to any corporation or other business entity resulting from a subsidiarymerger or consolidation with Tenant, affiliateor to any person or entity which acquires all of the assets of Tenant's business as a going concern, related company provided that the assignee or successor sublessee assumes in full the obligations of Tenant (“Permitted Transferee”)under the Lease, that Tenant remains fully liable under the Lease, no use of the Premises is made which is not allowed for by the permitted purposes, and Tenant provided prompt written notice to Landlord of such assignment or sublease and the circumstances thereof. In the event Any consent given by Landlord to Tenant desires to sublet the Leased Premises, or any portion thereof, or to assign this Lease, Tenant Lease shall give written notice thereof not be construed as a consent to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, or waiver of Landlord's right to object to or declare void any assignment or sublease to which landlord's consent in writing has not been obtained. Any assignment or subletting of Tenant's interest permitted or consented to by Landlord shall not in any way release Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations from any liability or obligation assumed under the terms, provisions and covenants terms of this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect directly from such assignee or subtenant all rents Any sums or other payments due and becoming due to economic consideration received by Tenant under as a result of such assignment or sublease and apply such rent subletting, however denominated under the assignment or other payments against sublease, which exceed, in the aggregate, (i) the total sums which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s obligations hereunder. In the event the Rent, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased PremisesPremises subleased), then the amount of plus (ii) any real estate brokerage commissions or fees payable in connection with such excess assignment or subletting, shall be paid to Landlord as Additional Rent additional rent under this Lease without affecting or reducing any other obligations of Tenant hereunder. The sums payable hereunder within five (5) business days after receipt thereof shall be paid to Landlord as and when payable by the assignee or on behalf of subtenant to Tenant.
Appears in 2 contracts
Samples: Lease Agreement (Cygnet Financial Corp), Lease Agreement (Cygnet Financial Corp)
Assignment and Subletting. A. Tenant shall Xxxxxx agrees not have the right to assign, encumber assign or pledge sublet this Lease or to sublet without first obtaining on each occasion the whole or any part consent in writing of the Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereof, without the prior written consent of Landlord, Lessor (which consent shall not be unreasonably withheld, conditioned or delayed) and to reimburse Lessor promptly for reasonable legal expenses incurred by Lessor in connection with any request by Lessee for such consent (including, but not limited to, legal expenses incurred in connection with review and negotiation of any such restrictions shall be binding upon any assignee proposed assignment or subtenant to which Landlord has consented. Tenant shall have the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”sublease). In the event Tenant desires Lessee shall not offer or solicit offers to sublet the Leased Premises, or any portion thereof, sublease or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof portion thereon on rental terms that are below the then assigned market rental terms without first obtaining Lessor’s written consent which shall not be unreasonably withheld, conditioned or delayed. If Lessee requests Xxxxxx’s consent to an assignment or subletting, then Lessee shall provide Lessor with a written description of all terms and conditions of the proposal, copies of the proposed documentation, and the following information about the proposed assignee/sublessee: name and address; reasonably satisfactory information about its business and business history; its proposed use of the Leased Premises; banking, financial and other credit information; and general references sufficient to enable Lessor to determine the proposed assignee’s/sublessee’s creditworthiness and character. Notwithstanding anything contained herein, one-half of any rent received by Lessee in excess of the Rent payable by Lessee under Lease resulting from an assignment of lease or sublet of space will be paid as Additional Rent to Lessor. In the event Lessee notifies Lessor in writing of its intention to assign or sublet more than 50% of this Lease, Lessor shall have the right within thirty (30) days of receipt of such written notice from Lessee to terminate this Lease with respect to the portion of the Leased Premises intended to be so sublet, Landlord, in addition to any other remedies herein provided or provided by law, and recapture said portion of the Leased Premises with rights of access thereto. Lessee may, at its optionwithout Xxxxxx’s consent, collect directly from such assignee or subtenant all rents assign this Lease to a corporation or other payments due entity owning a controlling interest in the voting capital stock of Lessee or to a corporation or other entity into which Lessee is merged, provided (a) Lessee gives Lessor prior written notice thereof and becoming due (b) such corporation or other entity thereupon assumes in writing all of Lessee’s obligations hereunder, or sublet to Tenant under such an affiliate. No assignment or sublease and apply such rent or other payments against subletting shall in any sums due to Landlord from Tenant way impair the continuing primary liability of Lessee hereunder, and no such collection consent to any assigning or subletting in a particular instance shall be construed deemed to constitute be a novation or a release of Tenant from the further performance of Tenant’s obligations hereunder. In the event the Rent, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion waiver of the Leased Premises, then obligation to obtain the amount Lessor’s approval in the case of such excess shall be paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by any other assignment or on behalf of Tenantsubletting.
Appears in 2 contracts
Samples: Allurion Technologies Holdings, Inc., Allurion Technologies Holdings, Inc.
Assignment and Subletting. A. Except as herein provided, Tenant shall may not have the right to assign, encumber or pledge assign this Lease or to sublet the lease in whole or in part, nor sublet all or any part portion of the Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereof, without the prior written consent of Landlord and Ground Lease Landlord. Further, which notwithstanding the foregoing, such consent shall not be unreasonably withheld, conditioned or delayed, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Tenant shall have the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), required if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect directly from such assignee or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord is from Tenant hereunderto a wholly owned subsidiary of Tenant or to a wholly owned subsidiary of Tenant’s parent, if any, provided that the Ground Lease Landlord has been consulted and no is satisfied with the entity or entities guarantying the assignee’s performance under this Lease. The consent by Landlord or Ground Lease Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment or subletting. No assignment, under letting, occupancy or collection shall be construed to constitute a novation deemed acceptance of the assignee, subtenant or occupant as Tenant, or a release of Tenant from the further performance by Tenant of the covenants on the part of Tenant herein contained. This prohibition against assignment or subleasing includes those by operation of law, legal process, receivership, bankruptcy or otherwise, whether voluntary or involuntary. Landlord, by its acceptance hereof, acknowledges that Tenant may mortgage or collaterally assign its interest in and to this Lease and the leasehold estate created hereunder to institutional lenders providing financing to Tenant, to Tenant’s obligations parent, if any, or to any subsidiary or affiliate of Tenant provided that in the event of a foreclosure sale any purchaser of such interest must be approved in advance by the Landlord and Ground Lease Landlord. Notwithstanding any permitted assignment or transfer of this Lease or subletting of the Premises, Tenant shall remain fully liable on this Lease and shall not be released from performing any of the terms, covenants and conditions hereof or any rents or other sums to be paid hereunder. In the event the Rent, including, without limitation, Base Rent Tenant acknowledges and any Additional Rent, together with agrees that any and all other costsright and interest of the Landlord in and to the Premises, feesand all right and interest of the Landlord in this Lease, expenses or other amounts paid by any such occupantmay be conveyed, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion encumbered at the sole discretion of the Leased Premises, then the amount of such excess shall be paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by or on behalf of Tenantat any time.
Appears in 2 contracts
Samples: Lease (Radiation Therapy Services Holdings, Inc.), To Lease (Radiation Therapy Services Holdings, Inc.)
Assignment and Subletting. A. Tenant shall not have the right to assign, sublet, transfer or encumber or pledge this Lease or to sublet the whole lease, or any part of the Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereofinterest therein, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Tenant shall have the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or Any attempted assignment, which notice shall set forth the name subletting, transfer or encumbrance by Tenant in violation of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this LeaseParagraph shall be void. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignments, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an “"event of default” (" as hereinafter defined), if the Leased Premises premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided provided, or provided by law, may, may at its option, option collect directly from such assignee or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s 's obligations hereunder. In the event the Rent, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased Premises, then the amount of such excess shall be paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by or on behalf of Tenant.
Appears in 2 contracts
Samples: Lease Agreement (Hayes Corp), Lease Agreement (Hayes Corp)
Assignment and Subletting. A. Tenant shall will not have the right to assign, transfer, mortgage, or encumber or pledge this Lease or to sublet or rent (or permit occupancy or use of) the whole Demised Premises, or any part thereof, without obtaining the prior written consent of the Leased PremisesLandlord, whether voluntarily which shall not be unreasonably withheld, nor shall any assignment or transfer of this Lease be effectuated by operation of law, law or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereofotherwise, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, . It is acknowledged and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Tenant shall have agreed by the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing parties that Tenant’s relationship allowing clients to come in to use Tenant’s facility at the Demised Premises on a temporary basis but with such subsidiary, affiliate, related company, no possessory rights shall not be considered an assignment or successor), subletting. Landlord may require Tenant to assign this Lease obtain and submit current financial statements of any proposed subtenant or sublease the Leased Premises assignee prior to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”)granting its consent. In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Leaseof an assignment, Tenant shall give written notice thereof pay to Landlord within a reasonable time prior fee to the proposed commencement date of such subletting or assignmentcover accounting costs, which notice shall set forth the name plus any legal fees incurred by Landlord as a result of the proposed subtenant or assignee, the relevant terms of assignment. The consent by Landlord to any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant subletting shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect directly from such assignee or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from Tenant hereunder, and no such collection shall not be construed to constitute as a novation waiver or a release of Tenant from the terms of any covenant or obligation under this Lease, nor shall the collection or acceptance of rent from any such assignee, subtenant, or occupant constitute a waiver or release of Tenant of any covenant or obligation contained in this Lease, nor shall any such assignment or subletting be construed to relieve Tenant from obtaining the written consent of Landlord to any further performance of Tenant’s obligations hereunderassignment or subletting. In the event the Rentthat Tenant defaults hereunder, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased Premises, then the amount of such excess shall be paid Tenant hereby assigns to Landlord the rent due from any subtenant and hereby authorizes each such subtenant to pay said rent directly to Landlord. Landlord may require an additional security deposit from the assignee or subtenant as Additional Rent hereunder within five (5) business days after receipt thereof by or on behalf a condition of Tenantits consent.
Appears in 2 contracts
Samples: Lease (Global Defense Technology & Systems, Inc.), Lease (Global Defense Technology & Systems, Inc.)
Assignment and Subletting. A. Tenant shall 25.01 Lessee covenants and agrees not have the right to assign, encumber or pledge mortgage Lessee’s leasehold interest hereunder nor assign this Lease or to sublet the whole all or any part of the Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereof, without the prior written consent of LandlordLessor, which consent shall will not be unreasonably withheld, conditioned or delayed, and such restrictions shall be binding upon any assignee or subtenant . If Lessor consents to which Landlord has consented. Tenant shall have the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted an assignment or subletting, Tenant the assignee or sublessee shall at first be obligated to assume, in writing, all times remain directlyof the obligations of Lessee under this Lease and Lessee shall, primarily for the full term of this Lease, continue to be jointly and fully responsible and severally liable with such assignee or sublessee for the payment of the Rent herein specified Rent, additional rent, any other sums due by Lessee under this Lease and for compliance with the performance of all of its other obligations required by Lessee under the terms, provisions and covenants of this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, LandlordHowever, in addition to any other remedies herein provided or provided by law, may, at its option, collect directly from such assignee or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s obligations hereunder. In the event the Rentapproved assignee is of greater financial standing than Lessee, includingas determined within the reasonable discretion of Lessor, without limitationLessee may seek to be released from its continuing, Base Rent joint obligation. Such request shall be made by Lessee in writing no earlier than one (1) year following the date of assignment and will only be permitted if no uncured defaults have occurred and are outstanding under the Lease from the date of the assignment to the date of Lessee’s request. In no event shall Lessee assign or sublet the Premises for any Additional Rentterms, together with any conditions and all covenants other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such than those contained herein. In no event shall this Lease be assigned or sublet portion be assignable by operation of law or by voluntary or involuntary bankruptcy proceedings or otherwise, and in no event shall this Lease, or any rights or privileges hereunder, be an asset of Lessee under bankruptcy, insolvency or reorganization proceedings. Should Lessor consent to any assignment or sublease, any economic benefit that is derived shall be for the account of the Leased Premises, then the amount of such excess shall be paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by or on behalf of TenantLessor.
Appears in 2 contracts
Samples: Lease Agreement, Lease Agreement (Faro Technologies Inc)
Assignment and Subletting. A. Tenant shall agrees not have the right to assign, encumber or pledge assign this Lease ------------------------- or any interest therein nor to sublet the whole or any part of the Leased Premises unless and until the area encompassed by the proposed sublease or assignment is first offered in writing to Landlord for a period of ten (10) days, with Landlord having the option to take said proposed assigned or sublet space for its own account and to relet the same for its own account and proportionately abating Tenant's rent during the term of said proposed sublease or assignment. If Landlord chooses not to exercise this option, Tenant with Landlord's written consent first obtained may sublet or assign all or a portion of the Premises, whether voluntarily providing the proposed sublessee or by operation of law, or permit assignee first pays in advance two months' rent which will be applied to the use or occupancy rent due during the last two months of the Leased Premises proposed subleasing or assignment and provided further that, in the event said sublessee or assignee pays rent (or other form of compensation however designated) greater than that due from Tenant, said excess shall be paid over to Landlord by anyone other than Tenant as received and the same shall constitute additional rent due Landlord from Tenant under this Lease. Consent to any assignment or subletting shall apply only in the given instance and a further assignment or subletting by Tenant or for any use other than the use described in Paragraph 1 hereof, without the its assignee or subtenant shall be made only after obtaining Landlord's prior written consent of Landlord, which as provided in Section 8. Nothing contained herein will obligate Landlord to consent shall not be unreasonably withheld, conditioned or delayed, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Tenant shall have the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect directly from such assignee or subtenant all rents or other payments due and becoming due to Tenant under such proposed assignment or sublease if the proposed sublessee or assignee does not meet Landlord's reasonable financial criteria or would otherwise be considered an undesirable tenant, because of its business or business reputation, the character of the Building and apply such rent or the types and mix of other payments against tenants. Upon any sums due to Landlord from Tenant hereundersubletting, and no such collection nothing contained herein shall be construed to constitute a novation or a release relieve Tenant of Tenant from the further performance any of Tenant’s its obligations hereunder. In the event the Rent, contained in this Lease including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses the obligation to pay rent. Tenant shall not require Landlord's consent to sublease Premises or other amounts paid by any such occupant, user, subtenant assign the lease to a bona fide subsidiary or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion affiliate of the Leased Premises, then the amount of such excess shall be paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by or on behalf of Tenant.
Appears in 2 contracts
Samples: Recognition and Attornment Agreement (Citysearch Inc), Recognition and Attornment Agreement (Ticketmaster Online Citysearch Inc)
Assignment and Subletting. A. (a) Except as hereinafter provided (and then only in compliance with the terms hereof), the Tenant shall not have the right to assign, encumber or pledge this Lease or to sublet the whole or any part of the Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereofnot, without the prior written consent of Landlordthe Landlord in each instance, which assign or sublease any right or interest herein or in any Theatre Property or Element thereof; provided, however, that there shall be no assignment or right to assign less than all of Tenant's rights and interest hereunder. The Tenant shall not, without the prior written consent of the Landlord in each instance, sublease or otherwise relinquish possession of any Parcel of Property, Theatre Improvements or Unit of Equipment, except that the Tenant may relinquish possession of Theatre Improvements or Equipment to any contractor for use in performing work for the Tenant on such Theatre Improvements or Equipment; provided, that such relinquishment of possession shall in no way affect the obligations of the Tenant or the rights of the Landlord hereunder with respect to such Theatre Improvements or Equipment. If permitted under the applicable Site Lease(s), (i) the Landlord shall not unreasonably withhold or delay its consent under this paragraph (a) to any assignment of all but not less than all of Tenant's rights and interest hereunder or any sublease, (ii) no consent of Landlord shall be unreasonably withheld, conditioned required for any assignment or delayedsublease to Parent or any controlled Affiliate of Parent provided Parent shall have confirmed in writing that the Lease Guaranty is applicable to and covers the obligations and liabilities of such assignee as if originally named in such Lease Guaranty, and such restrictions (iii) no consent of Landlord shall be binding upon required for any assignee assignment or subtenant sublease to which Landlord has consented. Tenant Reading or any controlled Affiliate of Reading provided, in the case of an assignment or sublease to such an Affiliate, either Parent shall have confirmed in writing that the right, without Landlord’s consent Lease Guaranty is applicable to and upon prior written notice to Landlord (specifically describing Tenant’s relationship with covers the obligations and liabilities of such subsidiary, affiliate, related company, assignee as if originally named in such Lease Guaranty or successor), to assign this Reading shall have provided a Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”)Guaranty. In the event Tenant desires Landlord consents to sublet Tenant's subletting hereunder in any instance, (A) the Leased Premises, or any portion thereof, or assign this Lease, Tenant sublease shall give written notice thereof to Landlord within a reasonable time prior expressly be made subject and subordinate to the proposed commencement date provisions hereof, shall by its terms be subject to termination upon the termination for any reason of such subletting or assignment, which notice this Lease and shall set forth expressly provide for the name surrender of the proposed subtenant applicable Parcel of Property, Theatre Improvements or assignee, Unit of Equipment by the relevant terms of any sublease and copies of financial reports and other relevant financial information sublessee at the election of the proposed subtenant Landlord or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon Pledgee after the occurrence of an “event Event of default” Default hereunder, (as hereinafter defined), if B) no sublease shall modify or limit any right or power of the Leased Premises Landlord or Pledgee hereunder or affect or reduce any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect directly from such assignee or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from obligation of the Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not of a guarantor or surety, as though no such collection subletting had been made, and (C) any sublease made otherwise than as expressly permitted by this paragraph (a) shall be construed to constitute a novation or a release void and of Tenant from the further performance of Tenant’s obligations hereunder. In the event the Rent, including, without limitation, Base Rent no force and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased Premises, then the amount of such excess shall be paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by or on behalf of Tenanteffect.
Appears in 2 contracts
Samples: Lease Agreement (Citadel Holding Corp), Lease Agreement (Reading International Inc)
Assignment and Subletting. A. Tenant shall may not have the right to assign, encumber assign or pledge otherwise transfer its interest in this Lease or to sublet the whole Premises or any part of the Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereof, thereof without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consentedmay refuse in its sole discretion. Tenant shall have notify Landlord thirty (30) days in advance of its intent to transfer, assign or sublet all or any portion of the rightPremises and shall, without at the time Tenant requests Landlord’s consent 's approval, provide Landlord with financial information on the proposed assignee or subtenant. In any event, Tenant shall reimburse Landlord for fees and upon prior written notice to expenses incurred by Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, including expert and attorneys' fees) in reviewing any proposed assignment or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”)subletting. In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted such assignment or subletting, Tenant shall nevertheless at all times remain directly, primarily and fully responsible and liable for the payment of rent and the Rent herein specified performance and for compliance with observance of all of its Tenant's other obligations under the terms, provisions conditions and covenants of this Lease. No assignment or subletting of the Premises or any part thereof shall be binding upon Landlord unless such assignee or subtenant delivers to Landlord an instrument (in recordable form, if requested) containing an agreement of assumption of all of Tenant's obligations under this Lease. Upon the occurrence of an “event of default” (as hereinafter defined)default after the expiration of any applicable notice and cure period herein, if the Leased Premises all or any part thereof of the Premises are then assigned or sublet, Landlord, in addition to any other remedies herein provided by this Lease or provided by law, may, at its option, collect directly from such the assignee or subtenant all rents or other payments due and rent becoming due to Tenant under such Landlord by reason of the assignment or sublease and apply such rent or other payments against any sums due to subletting. Any collection by Landlord from Tenant hereunder, and no such collection the assignee or subtenant shall not be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s its obligations hereunderunder this Lease. In Any rents received by Tenant from the event the Rent, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses assignment or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion subletting of the Leased Premises, then the amount of such excess Premises which exceed rents payable by Tenant hereunder shall be immediately paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof additional compensation. Landlord shall, at its option, have the right to recapture all or any part of the Premises Tenant proposes to assign or sublet upon notice from Tenant of its intent to assign or such sublet part of the Premises. Notwithstanding the preceding to the contrary, Tenant shall have the right, without the prior written consent of Landlord, to transfer or assign the Lease or sublet the Premises to any entity controlling, controlled by or on behalf under the common control of Tenant or in connection with a sale of stock, merger or sale of substantially all of the assets of Tenant.
Appears in 2 contracts
Samples: Conference Center Lease Agreement (Cray Inc), Building Lease Agreement (Cray Inc)
Assignment and Subletting. A. (a) Tenant shall not have the right to assign, encumber assign or pledge this Lease or to sublet the whole or any part of the Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant Tenant, or assign this Lease for any use other than the use described in Paragraph 1 hereofsecurity purposes, without the prior written consent of Landlord, which consent shall not unreasonably be unreasonably withheld, conditioned conditioned, or delayed, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Tenant shall have the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time at least 30 days but no more than 60 days prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, directly and primarily and fully responsible and liable for the payment of the Rent rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies provided herein provided or provided by law, may, at its option, may collect directly from such assignee or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from Tenant hereunder, and no . No such collection directly from an assignee or subtenant shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s obligations hereunder. In the event the Rent, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased Premises, then the amount of such excess shall be paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by or on behalf of Tenant.
Appears in 2 contracts
Samples: Agreement of Lease (Avago Technologies LTD), Lease Agreement (Cyoptics Inc)
Assignment and Subletting. A. 7.1 Tenant shall not have sublet or permit occupancy of (collectively "sublease") the right to Premises or part thereof, or assign or otherwise transfer (collectively "assign, encumber or pledge ") this Lease or to sublet the whole any of Tenant's rights or any part of the Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereofobligations, without the Landlord's prior written consent of Landlordconsent, which consent shall not be unreasonably withheldwithheld or conditioned. If Landlord fails to respond to Tenant's request for such consent within ten business days after receipt of the information specified in Section 7.3, conditioned or delayed, and such restrictions then Landlord shall be binding upon deemed to have granted such consent. No assignment of this Lease may be effected by operation of law without Landlord's prior written consent. Any assignment or sublease, Landlord's consent thereto or Landlord's collection of rent from any assignee or subtenant shall not be construed as (a) a waiver or release of Tenant from liability hereunder, or (b) relieving Tenant, any assignee or subtenant from the obligation of obtaining Landlord's prior written consent to which Landlord has consentedany other assignment or sublease. Tenant shall have the right, without Landlord’s consent and upon prior assigns to Landlord any amount due from any assignee or subtenant as security for performance of Tenant's obligations pursuant to this Lease. Tenant directs each such assignee or subtenant to pay such amount directly to Landlord if such assignee or subtenant receives written notice to from Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign specifying that Tenant is in default under this Lease or sublease the Leased Premises and that such amount shall be paid directly to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”)Landlord. In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant Each assignee and subtenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date pay as so directed. Landlord's collection of such subletting amount shall not be construed as an acceptance of such assignee or assignment, which notice subtenant as a tenant or as a permitted assignee or subtenant. Tenant's obligations pursuant to this Lease shall set forth the name of the proposed subtenant or assignee, the relevant terms of be deemed to extend to any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect directly from such assignee or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s obligations hereunder. In the event the Rent, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, cause each subtenant or assignee to comply with such obligations. Any assignee shall be deemed to have assumed obligations as if such assignee had originally executed this Lease and at Landlord's request shall execute promptly a document confirming such assumption. Each sublease is subject to the condition that if the Lease Term is terminated or Landlord succeeds to Tenant's interest in any month exceeds the Rent payable on a per rentable square foot basis hereunder Premises by voluntary surrender or otherwise, at Landlord's option the subtenant shall be bound to Landlord for such assigned or sublet portion the balance of the Leased Premises, then the amount term of such excess sublease and shall be paid attorn to and recognize Landlord as Additional Rent hereunder within five its landlord under the then executory terms of such sublease. Tenant shall not mortgage this Lease without Landlord's prior written consent, which consent may be granted or withheld in Landlord's sole and absolute discretion. Tenant shall pay the costs (5including reasonable attorneys' fees not to exceed $500.00 per request) business days after receipt thereof incurred by Landlord in connection with Tenant's request for Landlord to consent to any assignment, sublease or on behalf of Tenantmortgage.
Appears in 2 contracts
Samples: TNS Inc, Lease (Gse Systems Inc)
Assignment and Subletting. A. Tenant shall Except as otherwise set forth herein, not have the right to assign, encumber transfer, mortgage or pledge this Lease or to sublet sublease (which term shall be deemed to include the whole granting of concessions and licenses and the like) all or any part of the Leased PremisesPremises or suffer or permit this Lease or the leasehold estate hereby created or any other rights arising under this Lease to be assigned, transferred or encumbered, in whole or in part, whether voluntarily voluntarily, involuntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereof, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned withheld or delayed, and such restrictions . The Landlord shall be binding upon any assignee or subtenant respond to which Landlord has consented. Tenant shall have the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor written request within ten (10) business days after receipt by Landlord of Tenant (“Permitted Transferee”)all information and materials reasonably required by Landlord. In the event Tenant desires to assign this Lease or sublet the Leased Premises, or any portion thereof, or assign this Leaseall of the Premises, Tenant shall give written notice thereof notify Landlord in writing of Tenant’s intent to Landlord within a reasonable time prior to so assign this Lease or sublet the Premises and the proposed commencement effective date of such subletting or assignment, which notice and shall set forth request in such notification that Landlord consent thereto. Landlord’s consent shall not be unreasonably withheld, conditioned or delayed to an assignment or to a subletting, provided that the name of assignee or subtenant shall use the Premises only for the Permitted Uses, the proposed assignee or subtenant or assignee, the relevant terms of any sublease and copies of has sufficient financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of resources to discharge its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect directly from such assignee or subtenant all rents or other payments due and becoming due to Tenant under such Lease assignment or sublease agreement and apply the proposed transfer agreement, and the proposed assignment or sublease shall not, in Landlord’s reasonable judgment, cause harm to the Property or harm to the reputation of the Building or the Property. Tenant shall, as Additional Rent, reimburse Landlord promptly for Landlord’s reasonable legal expenses incurred in connection with any request by Tenant for such rent consent. If Landlord consents thereto, no such subletting or other payments against assignment shall in any sums due to Landlord way impair or release the Tenant from the continuing primary liability of Tenant hereunder, and no such collection consent to any subletting or assignment in a particular instance shall be construed deemed to constitute be a novation waiver of the obligation to obtain the Landlord’s written approval in case of any other subletting or a release assignment. Notwithstanding anything to the contrary provided for herein, subject to approval by Massport and provided that no event of Tenant from default hereunder then exists beyond any applicable grace or cure period, Tenant shall have the further performance right (A) to sublease up to 12,000 rentable square feet of Tenantthe Premises for the first three (3) years of the Term, without Landlord’s obligations hereunder. In approval and (B) to sublease or assign the Premises under this Lease, without Landlord’s approval, to any parent or affiliate, or in the event of any corporate merger, consolidation, or sale of assets or stock, but after Tenant provides thirty (30) days prior written notice thereof to Landlord, PROVIDED that: (i) any successor to Tenant pursuant hereto has a net worth computed in accordance with generally accepted accounting principles at least equal to the Rentgreater of (x) the net worth of Tenant immediately prior to such merger, consolidation, or transfer, or (y) the net worth of Tenant on the date of the Lease; (ii) proof satisfactory to Landlord of such net worth shall have been delivered to Landlord at least ten (10) days prior to the effective date of any such transaction; and (iii) the any assignee agrees directly with Landlord to be bound by all the obligations of the Tenant hereunder, including, without limitation, Base Rent the obligation to pay rent and other amounts provided for under this Lease. If for any Additional Rentassignment or sublease consented to by Landlord hereunder Tenant receives rent or other consideration, together with any and either initially or over the term of the assignment or sublease, in excess of the rent called for hereunder, or in case of sublease of part, in excess of such rent fairly allocable to the part, after appropriate adjustments to assure that all other costspayments called for hereunder are appropriately taken into account and after deduction for reasonable expenses of Tenant in connection with the assignment or sublease, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased Premises, then the amount of such excess shall be paid to pay to Landlord as Additional Rent hereunder within five fifty (550%) business days percent of the excess of each such payment of rent or other consideration received by Tenant promptly after receipt thereof by or on behalf of Tenantits receipt.
Appears in 2 contracts
Samples: Lease (Akouos, Inc.), Lease (Akouos, Inc.)
Assignment and Subletting. A. Tenant shall not have the right to assign, encumber or pledge this Lease or to sublet the whole or any part of the Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereof, Not without the prior written consent of LandlordLandlord to assign this Lease, which to make any sublease, or to permit occupancy of the Premises or any part thereof by anyone other than Tenant, voluntarily or by operation of law (it being understood that in no event shall Landlord consent to any such assignment, sublease or occupancy if the same is on terms more favorable to the successor occupant than to the then occupant); as additional rent, to reimburse Landlord promptly for reasonable legal and other expenses incurred by Landlord in connection with any request by Tenant for consent to assignment or subletting; no assignment or subletting shall affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee); no consent to any of the foregoing in a specific instance shall operate as a waiver in any subsequent instance. Xxxxxxxx's consent to any proposed assignment or subletting is required both as to the terms and conditions thereof, and as to the creditworthiness of the proposed assignee or subtenant and the consistency of the proposed assignee's or subtenant's business with other uses and tenants in the Building. Xxxxxxxx's consent to assignment or subletting by Tenant shall not be unreasonably withheld, conditioned or delayed, provided that Tenant is not then in default under this Lease and such restrictions assignee or subtenant pays therefor the greater of the Annual Rent and additional rent then payable hereunder, or the then fair market rent for the Premises; and provided further that Landlord shall not be binding upon deemed unreasonable for withholding its consent to any assignment or subletting the arrangements for which are to be made through any broker other than Landlord or its affiliates. In the event that any assignee or subtenant pays to which Landlord has consented. Tenant any amounts in excess of the Annual Rent and additional rent then payable hereunder, or pro rata portion thereof on a square footage basis for any portion of the Premises, Tenant shall have the right, without Landlord’s consent and upon prior written notice promptly pay 50% of said excess to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), as and when received by Tenant after credit to Tenant for all reasonable out-of-pocket costs incurred by Tenant in connection therewith. If Tenant requests Xxxxxxxx's consent to assign this Lease or sublease sublet more than 25% of the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, Landlord shall have the option, exercisable by written notice to Tenant given within 10 days after receipt of such request, to terminate this Lease as of a date specified in such notice which shall not be less than 30 or more than 60 days after the date of such notice; If, at any portion thereof, or assign time during the Term of this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect directly from such assignee or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s obligations hereunder. In the event the Rent, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased Premises, then the amount of such excess shall be paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by or on behalf of Tenant.is:
Appears in 2 contracts
Samples: Docent Inc, Docent Inc
Assignment and Subletting. A. (a) Tenant shall not have the right to assign, sublet, transfer or encumber or pledge this Lease or to sublet the whole lease, or any part of the Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereofinterest therein, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Tenant shall have the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or Any attempted assignment, which notice shall set forth the name subletting, transfer or encumbrance by Tenant in violation of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this LeaseParagraph shall be void. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's interest in this lease shall be for an amount equal to the then fair market value of such interest. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an “"event of default” (" as hereinafter defined), if If the Leased Premises premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided, as provided by law, may, may at its option, option collect directly from such assignee or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from for Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s 's obligations hereunder. In the event the Rent, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased Premises, then the amount of such excess shall be paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by or on behalf of Tenant.
Appears in 2 contracts
Samples: Lease Agreement (Daleen Technologies Inc), Lease Agreement (Daleen Technologies Inc)
Assignment and Subletting. A. In the event that Tenant shall not have the right desires to assignencumber this Lease, encumber or pledge assign this Lease or to sublet the whole all or any part of the Leased Premises or grant any license, concession or other right of occupancy of any portion of the Premises, whether voluntarily Tenant shall notify Landlord in writing and shall state the name of the proposed assignee, sublessee or other transferee and the terms of the proposed assignment, sublease or transfer. Tenant shall also provide financial information and state and provide information requested by operation Landlord as to the nature and character of lawthe business of the proposed assignee, sublessee or permit transferee. Landlord shall have the use option to retake possession of the Premises and terminate this Lease as of the date on which the proposed assignment, sublease or other transfer was to become effective unless such proposed sublease was for less than 40% of the Premises or for a term shorter than the remaining Lease Term. Landlord must exercise such option to retake the Premises by giving written notice to Tenant within thirty (30) days after receipt of Tenant’s notice or Landlord will be deemed to have rejected its option to retake the Premises. If Landlord fails to exercise its option to retake the Premises or does not have such right, Tenant shall not assign or mortgage this Lease or any right hereunder or interest herein, and Tenant shall not sublet the Premises in whole or in part or grant any license, concession or other right of occupancy of any portion of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereofPremises, without the prior written consent of Landlord, which consent shall will not be unreasonably withheld, conditioned or delayed. Any such assignment, and mortgage or subletting without such restrictions consent shall be binding upon any assignee or subtenant to which Landlord has consented. void and shall, at the sole option of the Landlord, be deemed an event of default by Tenant shall have the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign under this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or sublettingsubletting consented to by Landlord, Tenant and any guarantor of Tenant’s obligations under this Lease and each assignee shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent rent herein specified and for compliance with all of its Tenant’s other covenants and obligations under the terms, provisions and covenants of this Lease. Upon No consent to any assignment or mortgage of this Lease or any subletting of the occurrence Premises shall constitute a waiver of an “the provisions of this Paragraph except as to the specific instance covered thereby. In the event that the monthly rental per square foot of default” space subleased which is payable by any sublessee to Tenant shall exceed the monthly rental per square foot for the same space payable for the same month by Tenant to Landlord (as hereinafter definedincluding any bonuses or any other consideration paid directly or indirectly by the sublessee to Tenant), if Tenant shall be obligated to pay one hundred percent (100%) of the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect directly from amount of such assignee or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against any sums due excess to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of as additional rent hereunder on the same date it is received by Tenant from the further performance sublessee less reasonable and verifiable costs incurred by Tenant in obtaining the subtenant. In the event Tenant shall receive any consideration from an assignee other than the assumption by the assignee of Tenant’s obligations hereunder. In the event the Rent, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased Premises, then the amount Tenant shall be obligated to pay one hundred percent (100%) of such excess shall be paid consideration to Landlord as Additional Rent additional rent hereunder within five less reasonable and verifiable costs incurred by Tenant in obtaining the assignee on the same date it is received by Tenant. Landlord, at Landlord’s option, may elect to require that rental payable by any sublessee be paid directly to Landlord and offset Tenant’s rent obligations accordingly. At no time during the Lease Term shall Tenant be entitled to advertise the Premises for sublease without the prior written consent of Landlord, such consent not to be unreasonably withheld. If Tenant is a corporation or partnership, an assignment prohibited by this Paragraph 11 shall be deemed to include one or more sales or transfers, by operation of law or otherwise, or creation of new stock or partnership interests, by which a majority of the voting shares of the corporation or interests in the partnership shall be [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. vested in a party or parties who are not owners of a majority of the voting shares or partnership interests of Tenant as of the date hereof; provided, however, that the foregoing provisions of this sentence shall not be applicable if (5i) business days after receipt thereof by Tenant’s stock is listed on a recognized securities exchange or on behalf (ii) at least eighty percent (80%) of Tenant’s stock is owned by a corporation whose stock is listed on a recognized securities exchange. For the purposes hereof, stock ownership shall be determined in accordance with the principles set forth in section 544 of the Internal Revenue Code of 1986, as amended to the date hereof. Any transfer by operation of law shall also constitute an assignment prohibited by this Paragraph 11. Tenant shall reimburse Landlord, on demand, for its reasonable attorneys’ fees and other expenses incurred in connection with considering any request for Landlord’s consent to an assignment or sublease of the Premises. Notwithstanding the foregoing, the following shall not be considered an assignment or transfer prohibited hereunder or which otherwise requires Landlord’s consent: the assignment of this Lease to any successor of Tenant (1) into which or with which Tenant is merged or consolidated, (2) arising from the transfer of Tenant’s entire interest under this lease made in conjunction with the transfer of a majority of the assets and liabilities of Tenant, or (3) arising from the acquisition of the assets and liabilities of another entity by Tenant; so long as in each of the general and specific circumstances described in (1), (2) and (3) of this Paragraph 11, the surviving entity shall have a level of creditworthiness equal to or greater than the level of creditworthiness of Tenant prior to the applicable level of creditworthiness of Tenant prior to the applicable event.
Appears in 2 contracts
Samples: Lease Agreement (Elevate Credit, Inc.), Lease Agreement (Elevate Credit, Inc.)
Assignment and Subletting. A. Tenant shall not have the right Not to assign, encumber transfer, mortgage or pledge this Lease or to sublet grant a security interest in Tenant's rights hereunder, or to sublease (which term shall be deemed to include the whole granting of concessions and licenses and the like) or permit anyone other than Tenant to occupy all or any part of the Leased PremisesPremises or suffer or permit this Lease or the leasehold interest hereby created or any other rights arising under this Lease to be assigned, transferred or encumbered, in whole or in part, whether voluntarily voluntarily, involuntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described unless, in Paragraph 1 hereof, without each instance the prior written consent of LandlordLandlord thereto shall have been obtained, which consent shall not be unreasonably withheld, conditioned or delayed, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Notwithstanding the foregoing Tenant shall have the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to may assign this Lease or sublease sublet any portion or all of the Leased Premises to a subsidiaryany corporation, affiliatepartnership, related trust, association, limited liability company or other business or organization (x) directly or indirectly controlling and beneficially owning Tenant, (y) directly or indirectly controlled by and beneficially owned by Tenant, or (z) under common control with Tenant, or to any successor of Tenant (“Permitted Transferee”)by merger, consolidation or acquisition of substantially all of the stock or assets of Tenant, without the prior written consent of Landlord. In If for any assignment or sublease or occupancy by another, Tenant receives rent or other consideration, either initially or over the event Tenant desires to sublet term of the Leased assignment, sublease or occupancy, after payment of any expenses incurred in connection therewith, in excess of the rent called for hereunder, or in case of sublease of part of the Premises, or any portion thereofin excess of such rent fairly allocable to the part so subleased, or assign this Leaseafter deducting all expenses of such transaction including, without limitation, brokerage and legal fees and demising walls and other leasehold improvements, Tenant shall give written notice thereof pay to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignmentLandlord, which notice shall set forth the name as Additional Rent, 50% of the proposed subtenant or assignee, the relevant terms excess of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the each such payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect directly from such assignee or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against consideration received by Tenant promptly after its receipt. Any attempted assignment, transfer, mortgage, pledge, grant of security interest, sublease or other encumbrance, except as permitted by this Section 6.2.1, shall be void. No assignment, transfer, mortgage, grant of security interest, sublease or other encumbrance, whether or not approved, and no indulgence granted by Landlord to any sums due to Landlord from assignee, sublessee or occupant shall in any way impair Xxxxxx's continuing primary liability (which after an assignment or subletting shall be joint and several with the assignee or sublessee) of Tenant hereunder, and no such collection approval in a particular instance shall be construed deemed to constitute be a novation or a release waiver of Tenant from the further performance of Tenant’s obligations hereunder. In the event the Rent, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee obligation to obtain Xxxxxxxx's approval in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased Premises, then the amount of such excess shall be paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by or on behalf of Tenantother case.
Appears in 2 contracts
Samples: Furniture Com Inc, Furniture Com Inc
Assignment and Subletting. A. Tenant shall not have the right to assign, encumber transfer, mortgage or pledge this Lease or grant a security interest in Tenant's rights hereunder or sublease (which term shall be deemed to sublet include the whole granting of concessions and licenses and the like) all or any part of the Leased PremisesPremises or suffer or permit this Lease or the leasehold estate hereby created or any other rights arising under this Lease to be assigned, transferred or encumbered, in whole or in part, whether voluntarily voluntarily, involuntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereof, without the prior written consent of approval thereof from Landlord, which consent provided, however, that Landlord shall not be unreasonably withheld, conditioned or delayed, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Tenant shall have the right, without Landlord’s withhold its consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign this Lease or sublease the Leased Premises to a subsidiaryrequest by Tenant to sublet all or portions of the Premises or to an assignment to an entity having a net worth, affiliateat the time of such request for Landlord's approval of such assignment, related company or successor at least equal to-that of Tenant (“Permitted Transferee”)Tenant's net worth as of the date of this Lease. In the event connection with any request by Tenant desires for such approval to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for submit to Landlord in writing (i) the payment name of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect directly from such proposed assignee or subtenant all rents or other payments due subtenant, (ii) such information as to its reputation, financial responsibility and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to standing as Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s obligations hereunder. In the event the Rentmay reasonably require, including, without limitation, Base Rent business references and references from prior landlords, and (iii) all of the terms and provisions upon which the proposed assignment or subletting is to be made. No assignment, transfer, mortgage, grant of security interest, sublease or other encumbrance, whether or not approved, and no indulgence granted by Landlord to any assignee or sublessee, shall in any way impair the continuing primary liability (which after an assignment shall be joint and several with the assignee) of Tenant hereunder, and no approval in a particular instance shall be deemed to be a waiver of the obligation to obtain Landlord's approval in any other case. Landlord shall not be deemed to be unreasonable in withholding approval to an assignment, or sublease of all or any portion of the Premises if, without limitation, any ascertained debt of Tenant to Landlord is unpaid, any default by Tenant exists hereunder or under any other agreement between Landlord and Tenant. If for any assignment or sublease Tenant shall receive rent or other consideration, either initially or over the term of the assignment or sublease, in excess of the rent called for hereunder (or in the case of the sublease of part, in excess of such rent allocable to the part) after appropriate adjustments to assure that all other payments called for hereunder are taken into account, Tenant shall pay to Landlord, as Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased Premises, then the amount 90% of such excess shall be paid to Landlord as Additional Rent hereunder within five (5) business days of such payment of rent or other consideration received by Tenant, promptly after receipt thereof by or on behalf of Tenantits receipt.
Appears in 1 contract
Assignment and Subletting. A. (a) Tenant shall covenants and agrees not have the right to assignassign this Lease, encumber in whole or pledge this Lease or to in part, nor sublet the whole premises, or any part of the Leased Premisesor portion thereof, whether voluntarily nor grant any license or by operation of law, concession for all or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereofpart thereof, without the prior written consent of Landlordthe Landlord in each instance first had and obtained, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, conditioned or delayed, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Tenant shall have the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor)'s consent, to assign this Lease or sublease sublet all, or any portion of, the Leased Premises premises to a subsidiary, affiliate, related company or successor an affiliate of Tenant or to any entity into which Tenant is merged or consolidated or to any entity to whom all, or substantially all, of Tenant's assets is sold (“collectively, a "Permitted Transferee”"), provided Tenant gives Landlord prior written notice thereof. If an assignment or subletting is permitted in accordance with the preceding portion of this paragraph, Tenant shall not be relieved from any liability whatsoever under this Lease, unless its corporate existence is terminated or extinguished as the result of a merger or consolidation, in which event the merged or consolidated successor shall assume all of Tenant's obligations under this Lease. In the event that the amount of the rent or other consideration to be paid to the Tenant desires by any assignee or sublessee (other than a Permitted Transferee) is greater than the rent required to sublet be paid by the Leased Premises, or any portion thereof, or assign Tenant to the Landlord pursuant to this Lease, Tenant shall give written notice thereof pay to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms 50% of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, such excess as is received by Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect directly from such assignee or subtenant all rents or other payments due and becoming due sublessee (after reimbursement to Tenant under of all expenses incurred in connection with such assignment or sublease and apply such rent sublease). Any consent by Landlord to an assignment or other payments against any sums due to Landlord from Tenant hereunder, and no such collection subletting of this Lease shall be construed to not constitute a novation waiver of the necessity of such consent as to any subsequent assignment or a release of Tenant from subletting. An assignment for the further performance benefit of Tenant’s obligations hereunder. In the event the Rent, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses 's creditors or other amounts paid otherwise by any such occupant, user, subtenant operation of law shall not be effective to transfer or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased Premises, then the amount of such excess assign Tenant's interest under this Lease unless Landlord shall be paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by or on behalf of Tenant.have
Appears in 1 contract
Samples: Lease (Sequoia Software Corp)
Assignment and Subletting. A. Tenant shall not have not, without the right to assignprior written consent of Landlord which consent may be arbitrarily withheld, encumber or pledge assign all of this Lease or except in the case of a merger by Tenant with another entity provided that the surviving entity has a minimum net worth at least equal to sublet the whole or any part net worth of the Leased PremisesAnchor Glass Container Corporation as of December 31, whether voluntarily or by operation of lawl987, or permit the use or occupancy of the Leased Premises by anyone other than as reflected in its Annual Report; however Tenant or for any use other than the use described in Paragraph 1 hereofmay, without the prior written consent of Landlord, sublet the unoccupied space within the Premises. Tenant shall submit to Landlord a written request for the consent of the Landlord to the assignment which request shall be accompanied by the name of the assignee, a copy of the fully executed assignment which assignment shall be solely conditioned upon Landlord's consent shall not be unreasonably withheldthereof except as provided above, conditioned or delayeda description of the nature and character of the business of the proposed assignee, the proposed use of the Premises, current financial information on the assignee, and such restrictions additional information as Landlord may reasonably request. Consent by Landlord to one assignment shall not destroy or waive this provision, ant all later assignments shall likewise be binding made only upon the prior written consent of Landlord. Subtenants or Assignees shall become liable directly to Landlord for all obligations of Tenant hereunder without relieving Tenant of its liability under this Lease except in those cases in which Landlord has given its prior written consent to the assignment. In the event that Tenant merges with another entity that has a minimum net worth as described herein, the surviving entity shall remain liable for the term of this Lease. It is expressly understood and agreed to that Tenant may not merge with another entity unless the surviving entity will have a minimum net worth at least equal to Anchor Glass Container Corporation's net worth as of December 31, 1987, as reflected in its Annual Report. Tenant agrees that the instrument by which any assignment consented to by Landlord or subletting is accomplished shall expressly provide that the assignee or subtenant will perform and observe all the agreements, covenants, conditions and provisions to which be performed and observed In the event Tenant notifies Landlord has consentedof Tenant's intent to assign this Lease, and if Tenant provides Landlord with the required information as stated above, Landlord shall within thirty (30) days from receipt of such notice (i) consent to such proposed assignment, or (ii) refuse such consent, or (iii) elect to cancel this Lease. In the event of Landlord's election to cancel this Lease, Tenant shall have ten (10) days from receipt of such notice in which to notify Landlord of Tenant's acceptance of such cancellation or Tenant's desire to remain in possession of the right, without Landlord’s consent Premises under the terms and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign conditions and for the remainder of the Term of this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”)Lease. In the event Tenant desires fails to sublet so notify Landlord of Tenant's election to accept termination or to continue as Tenant hereunder. such failure shall be deemed an election to terminate and such termination shall be effective as of the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to end of the proposed commencement ten (10) days from the date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect directly from such assignee or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s obligations hereunder's notice. In the event the Rentthis Lease is either cancelled or an assignment or sublease is made as herein provided, including, without limitation, Base Rent and any Additional Rent, together with any and Tenant shall reimburse Landlord for all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased Premises, then the amount of necessary legal and accounting services required in order to accomplish such excess shall be paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof cancellation or assignment. The following are additional conditions and restrictions upon assignment or subletting by or on behalf of Tenant.:
Appears in 1 contract
Samples: Lease Agreement (Consumers Us Inc)
Assignment and Subletting. A. Tenant shall not have the right to assign, mortgage, pledge, hypothecate, encumber or pledge otherwise transfer this Lease or sublease (which term shall be deemed to sublet include the whole granting of concessions and licenses and the like) all or any part of the Leased PremisesPremises or suffer or permit this Lease or the leasehold estate hereby created or any other rights arising under this Lease to be assigned, transferred, mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether voluntarily voluntarily, involuntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereof, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Tenant shall have the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign this Lease or sublease the Leased Premises to a subsidiarybe offered or advertised for assignment or subletting, affiliateexcept as hereinafter provided. Notwithstanding the preceding paragraph, related company or successor of Tenant (“Permitted Transferee”). In so long as Leap Therapeutics, Inc. is the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign tenant under this Lease, Tenant may allow the employees or principals of any entity owned in whole or in part by any investment fund managed by Tenant to occupy office space within the Premises and to share the use of the Premises with Tenant for the Permitted Uses without entering into a sublease, so long as such third parties utilize the same common areas within the Premises as Tenant and do not occupy more than two thirds (2/3) of the office space within the Premises in the aggregate. Provided Tenant shall give written have given Landlord notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of any such entity whose employees or principals shall occupy space in the proposed subtenant Premises, Landlord agrees, as an accommodation to Tenant only, to accept payments of Annual Fixed Rent and Additional Rent for Taxes and Operating Costs from such entities that are delivered to Landlord by Tenant concurrently with Tenant’s monthly payments of Annual Fixed Rent and Additional Rent in accordance with this Lease and to credit the same against the amounts thereof due from Tenant under this Lease. In addition, Landlord agrees to provide services and materials for or assignee, related to the relevant terms Premises at the sole request of any sublease such entity (Tenant hereby authorizing Landlord to provide such requested services or materials without notice to Tenant), and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant agrees that Tenant shall at all times remain directly, primarily and fully responsible and be liable for the payment cost of any such services or materials provided by Landlord that Landlord is not obligated by this Lease to provide on a rent inclusion basis as if the same were requested by Tenant. No use or occupancy of the Rent herein specified and for compliance with all Premises by any third party pursuant to this paragraph, nor the acceptance of its other obligations under rent from any such third party, nor Landlord’s furnishing of any services or materials at the terms, provisions and covenants request of this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises any such third party shall vest in any such third party or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect directly from such assignee or subtenant all rents or other payments due and becoming due to Tenant anyone acting under such assignment or sublease and apply such rent or other payments against third party any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s obligations hereunder. In the event the Rent, rights (including, without limitation, Base Rent the right to be listed on the Building directory) or interest in this Lease or the Premises. Notwithstanding the foregoing, Tenant may, without the need for Landlord’s consent, but only upon not less than ten (10) days prior notice to Landlord, assign its interest in this Lease (a “Permitted Assignment”) to (i) any entity which shall be a successor to Tenant either by merger or consolidation (a “Merger”) or to a purchaser of all or substantially all of Tenant’s assets in either case provided the successor or purchaser shall have a tangible net worth, after giving effect to the transaction, of not less than the greater of the net worth of Tenant named in Section 1.1 as of the Date of this Lease or the net worth of Tenant named in Section 1.1 immediately prior to such Merger or sale (the “Required Net Worth”) or (ii) any entity (an “Affiliate”) which is a direct or indirect subsidiary or parent (or a direct or indirect subsidiary of a parent) of the named Tenant set forth in Section 1.1, in either case of (i) or (ii) only so long as (I) the principal purpose of such assignment is not the acquisition of Tenant’s interest in this Lease (except if such assignment is made for a valid intracorporate business purpose to an Affiliate) and any Additional Rentis not made to circumvent the provisions of this Section 6.2.1, together (II) except if pursuant to a Merger permitted by clause (i) above, Tenant shall, contemporaneously with any and all other costssuch assignment, fees, expenses or other amounts paid by provide Landlord with a fully executed counterpart of any such occupantassignment, user, subtenant or which assignment shall comply with the provisions of this Section 6.2.1 and shall include an agreement by the assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion form reasonably satisfactory to Landlord, to assume all of Tenant’s obligations under this Lease and be bound by all of the Leased Premisesterms of this Lease, then (III) in the amount case of an actual or deemed assignment pursuant to clause (i), Tenant shall provide Landlord, not less than ten (10) days in advance of any such assignment, evidence reasonably satisfactory to Landlord of the Required Net Worth of the successor or purchaser, and (IV) there shall not be a Default of Tenant at the effective date of such excess assignment. Tenant shall also be paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by or on behalf of Tenant.permitted, without the need for Landlord’s consent, but only upon not less than ten
Appears in 1 contract
Samples: Leap Therapeutics, Inc.
Assignment and Subletting. A. Tenant shall not have the right to assign, encumber sublet or pledge this Lease or to sublet the whole or any part of the Leased Premisesotherwise ------------------------- transfer, whether voluntarily or involuntarily or by operation of law, the Premises or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereof, part thereof without the Xxxxxxxx's prior written consent of Landlordapproval, which consent shall not be unreasonably withheld, conditioned . The merger of Tenant with any other entity or delayed, and such restrictions shall be binding upon the transfer of any assignee controlling or subtenant to which Landlord has consented. Tenant shall have the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing managing ownership or beneficial interest in Tenant’s relationship with such subsidiary, affiliate, related company, or successor)the assignment of a substantial portion of the assets of Tenant, whether or not located at the Premises, shall constitute an assignment hereunder. If Tenant desires to assign this Lease or sublease sublet any or all of the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give Landlord written notice thereof to Landlord within a reasonable time with copies of all related documents and agreements associated with the assignment or sublease, including without limitation, the financial statements of any proposed assignee or subtenant, forty-five (45) days prior to the proposed commencement anticipated effective date of the assignment or sublease. Tenant shall pay Landlord's reasonable attorneys' fees incurred in the review of such subletting documentation plus an administrative fee of Three Hundred Fifty Dollars ($350.00) for each proposed transfer. Landlord shall have a period of thirty (30) days following receipt of such notice and all related documents and agreements to notify Tenant in writing of Landlord's approval or assignment, which notice shall set forth the name disapproval of the proposed subtenant assignment or assigneesublease. If Landlord fails to notify Tenant in writing of such election, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted Landlord shall be deemed to have approved such assignment or subletting. This Lease may not be assigned by operation of law. Any purported assignment or subletting contrary to the provisions hereof shall be void and shall constitute an Event of Default hereunder. If Xxxxxx receives rent or other consideration for any such transfer in excess of the Rent, or in case of the sublease of a portion of the Premises, in excess of such Rent that is fairly allocable to such portion, after appropriate adjustments to assure that all other payments required hereunder are appropriately taken into account, Tenant shall at all times pay landlord fifty percent (50%) of the difference between each such payment of rent or other consideration and the Rent required hereunder. During any period in which an Event of Default (as defined in Section 14.1) remains uncured, Landlord may, without waiving any other rights or remedies, collect rent from the assignee, subtenant or occupant and apply the net amount collected to the Rent herein reserved and apportion any excess rent so collected in accordance with the terms of the preceding sentence. Tenant shall continue to be liable as a principal and not as a guarantor or surety to the same extent as though no assignment or subletting had been made. Landlord may consent to subsequent assignments or subletting of this Lease or amendments or modifications to the Lease by assignees of Tenant without notifying Tenant or any successor of Tenant and without obtaining their consent. No permitted transfer shall be effective until there has been delivered to Landlord a counterpart of the transfer instrument in which the transferee agrees to be and remain directly, primarily jointly and fully responsible and severally liable with Tenant for the payment of Rent pertaining to the Rent herein specified Premises and for compliance with the performance of all of its other obligations under the terms, terms and provisions and covenants of this LeaseLease relating thereto arising on or after the date of the transfer. Upon Subject to the occurrence provisions hereof and provided Xxxxxxxx receives thirty (30) days prior written notice and a true and correct copy of an “event the assignment instrument. Landlord hereby consents to the assignment of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord, Xxxxxx's interest in addition and to this Lease to any other remedies herein provided or provided by law, may, at its option, collect directly from such assignee or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s obligations hereunder. In the event the Rent, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased Premises, then the amount of such excess shall be paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by or on behalf wholly owned subsidiary of Tenant.
Appears in 1 contract
Assignment and Subletting. A. Tenant shall not have the right to assign, encumber or pledge this Lease or to sublet the whole or any part of the Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereofnot, without the prior written consent of Landlord, which consent shall not may be unreasonably withheldwithheld in Landlord's sole and absolute discretion, conditioned or delayedupon the delivery by the proposed assignee of such documentation reflecting said assignee's commercially satisfactory financial condition and business acumen, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Tenant shall have the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign this Lease or sublease the Leased Premises to a subsidiaryany interest thereunder, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, Premises or any portion part thereof, or assign this Lease, permit the use of the Premises by any party other than Tenant. As used herein the term subtenant shall include any assignee of the Lease or any interest therein. Tenant shall give written notice thereof submit to Landlord within a reasonable time prior written request for the consent of the Landlord to the proposed commencement date of such assignment or subletting or assignment, which notice request shall set forth be accompanied by the name of the proposed subtenant or assigneesubtenant, a copy of the fully executed sublease which sublease shall be solely conditioned upon Landlord's consent thereof, the relevant terms nature and character of any sublease and copies of financial reports and other relevant financial information the business of the proposed subtenant or assigneesubtenant, the proposed use of the Premises, current financial information on the subtenant, and such additional information as Landlord may reasonably request. Notwithstanding any permitted Consent by Landlord to one assignment or subletting, Tenant sublease shall at all times remain directly, primarily and fully responsible and liable for the payment not constitute a waiver of the Rent herein specified requirement for Landlord's consent in the future, and all later assignments and subleases shall likewise be made only upon the prior written consent of Landlord. Subtenants or assignees shall become liable directly to Landlord for compliance with all obligations of Tenant hereunder without, however, relieving Tenant of its other obligations liability under the terms, provisions and covenants of this Lease. Upon Tenant agrees that the occurrence of an “event of default” (instrument by which any assignment or subletting consented to by Landlord is accomplished shall expressly provide that the assignee or subtenant will perform and observe all the agreements, covenants, conditions and provisions to be performed and observed by Tenant under this Lease as hereinafter defined)and when performance and observance is due and that Landlord shall have the right to enforce such agreements, if the Leased Premises or any part thereof are then assigned or subletcovenants, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect conditions and provisions directly from against such assignee or subtenant subtenant. Tenant shall in all rents or other payments due and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from cases remain primarily responsible for the further performance of Tenant’s obligations hereunder. In the event the Rent, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds of all such agreements, covenants, conditions and provisions. Any assignment or subletting without an instrument containing the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion foregoing provision shall be void and shall, at the option of the Leased PremisesLandlord, then the amount of such excess shall be paid constitute a default hereunder entitling Landlord, among its remedies, to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by or on behalf of Tenantterminate this Lease.
Appears in 1 contract
Assignment and Subletting. A. (a) Tenant shall not have the right to assign, encumber or pledge this Lease or to may sublet the whole Premises in part or any part of the Leased Premises, whether voluntarily in its entirety or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereof, without assign this entire Lease only with the prior written permission and consent of Landlord, which consent shall not be unreasonably withheld, conditioned subject to the conditions hereafter mentioned. Any such subletting or delayed, and such restrictions assignment shall be binding subject to and conditioned upon the following: (i) at the time of any assignee or subtenant to which Landlord has consented. Tenant shall have the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice Tenant shall set forth the name not be in default under any of the proposed subtenant terms, provisions or assigneeconditions of this Lease; (ii) the sublessee or assignee shall only occupy the Premises and conduct business in accordance with the Permitted Use; and (iii) that if the Fixed Minimum Rent, or any additional rent or charges required to be paid by any such sublessee or assignee exceeds the rentals and/or charges reserved hereunder, then Tenant shall pay to Landlord monthly the entire amount of such excess, which shall be deemed Additional Rent, and in no event shall the annual Fixed Minimum Rent required to be paid by the assignee or sublessee be less than the average sum (or in the case of a partial subletting, the relevant proportionate share) of the Fixed Minimum Rent plus Percentage Rent paid by Tenant from the term Commencement Date to the end of the Lease Year immediately preceding such assignment or subletting or during the immediately preceding two (2) Lease Years, whichever period is shorter; and (iv) Tenant and its assignee or sublessee shall execute, acknowledge and deliver to Landlord a fully executed counterpart of a written assignment of lease or sublease as the case may be, duly consented to by Tenant's Guarantor, if any, by the terms of any which: (x) in case of an assignment, Tenant assigns to such assignee Tenant's entire interest in this Lease, together with all prepaid rents hereunder, and the assignee accepts said assignment and assumes and agrees to perform, directly for the benefit of Landlord, all of the terms, covenants and conditions of this Lease on the Tenant's part to be performed hereunder; or (y) in case of subletting, the sublease is in all respects subject and copies subordinate to all of financial reports the terms, covenants and conditions of this Lease and that the sublessee thereunder will agree to be bound by and to perform all of the terms, covenants and conditions of this Lease on the Tenant's part to be performed hereunder, except the payment of rent, additional rents and other relevant financial information charges reserved hereunder, which Tenant shall continue to pay to Landlord (provided that Landlord may elect, at Landlord's option, to collect such sublease rents directly from such subtenant); and (v) notwithstanding any such assignment or subletting or the consent of Landlord under the proposed subtenant terms of this Paragraph 28, both Tenant and its Guarantor, if any, will not be released or assignee. Notwithstanding discharged from any permitted liability whatsoever under this Lease and will continue liable thereon with the same force and effect as though no assignment or sublease has been made; and (vi) Tenant shall pay to Landlord the sum of One Thousand Dollars ($1,000.00) to cover the Landlord's administrative costs, overhead and counsel fees in connection with such assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment review of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect directly from such assignee or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s obligations hereunder. In the event the Rent, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased Premises, then the amount of such excess shall be paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by or on behalf of Tenantsame.
Appears in 1 contract
Samples: Casa Ole Restaurants Inc
Assignment and Subletting. A. Tenant shall (a) Subtenant agrees not have the right to assign, mortgage, pledge or otherwise encumber this Sublease (including, without limitation, any assignment or pledge this Lease or to sublet the whole or any part of the Leased Premises, whether voluntarily or other transfer by operation of law), nor to sublet the Subleased Premises or any part thereof, or suffer or permit the use Subleased Premises or occupancy any part thereof to be used or occupied by others, by operation of the Leased Premises by anyone other than Tenant law or for any use other than the use described in Paragraph 1 hereofotherwise (collectively, a “Transfer”), without in each instance obtaining the prior written consent of LandlordPrime Landlord and Sublandlord, which consent of Prime Landlord shall be in accordance with the terms of the Prime Lease and which consent of Sublandlord shall not be unreasonably withheld, conditioned or delayeddelayed provided Prime Landlord has consented to the proposed Transfer. Transfers shall be subject to the terms and conditions of the Prime Lease. Sublandlord and Subtenant shall share 50/50 any rents paid to Subtenant under a sublease (excluding to a Permitted Transferee) in excess of the Rent payable by Subtenant hereunder after deducting reasonable transaction costs, which shall include, but not be limited to, Subtenant’s unamortized leasehold improvements, commissions, free rent, tenant improvement allowance, demising costs, marketing costs, and such restrictions reasonable legal fees; provided, however, that any amounts payable to Prime Landlord under the Prime Lease with respect to any Subtenant Transfer shall be binding upon any assignee or subtenant paid by Sublandlord out of Sublandlord’s share of such profits. Notwithstanding the foregoing, subject to which Landlord has consented. Tenant shall have the right, without Prime Landlord’s consent if required under the Prime Lease and upon subject to the provisions of the Prime Lease, without Sublandlord’s prior written notice consent, Subtenant shall be permitted to Landlord (specifically describing Tenant’s relationship with Transfer this Sublease Permitted Assignee as such subsidiary, affiliate, related company, or successor), to assign this term is defined in the Prime Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“a Permitted Transferee”). In , provided such Permitted Transferee has a tangible net worth equal to or greater than the event Tenant desires to sublet tangible net worth of Subtenant as of the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time date immediately prior to the proposed commencement date Transfer, and such Transfer to a Permitted Transferee is otherwise in accordance with the terms and provisions of such Article 10 of the Prime Lease. Neither the sale nor transfer of Subtenant’s capital stock or other equity interests shall be deemed an assignment, subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants transfer of this Lease. Upon Sublease or the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect directly from such assignee or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s obligations hereunder. In the event the Rent, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased Subleased Premises, then the amount of such excess shall be paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by or on behalf of Tenant.
Appears in 1 contract
Assignment and Subletting. A. Tenant Lessee shall not have the right to assign, encumber or pledge this Lease or to sublet the whole or any part of the Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereof, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Tenant shall have the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign this Lease or sublease any portion of the Leased Premises Property without Lessor's prior written consent. Lessor shall not unreasonably withhold its consent to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice provided that (a) in the case of a subletting, the sublease and the sublessee shall set forth comply with the name provisions of this Article XXIV, (b) in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the proposed subtenant terms of this Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof, (c) an original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the relevant terms case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor, and (d) in case of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted either an assignment or subletting, Tenant Lessee shall at all times remain directlyprimarily liable, primarily and fully responsible and liable as principal rather than as surety, for the prompt payment of the Rent herein specified and for compliance with the performance and observance of all of its the obligations, covenants and conditions to be performed by Lessee hereunder and under all of the other obligations under documents executed in connection herewith. As of the termsdate of this Agreement, provisions Lessee warrants and covenants that except as set forth on Schedule 24.1, there are no outstanding or existing leases or subleases, letters of this Leaseintent, commitment letters or any other type of occupancy agreements relating to the Leased Property. Upon Any modifications, amendments and restatements of any leases or subleases entered into in connection with the occurrence of an “event of default” (as hereinafter defined)Leased Property, if any, must be approved by Lessor in accordance with this Article XXIV. Notwithstanding anything contained herein to the Leased Premises contrary, any proposed assignee of Lessee and any proposed sublessee or any part thereof are then assigned subtenant must each have an equal or sublet, Landlord, in addition stronger credit rating than the Lessee on the Commencement Date. Lessor's failure or refusal to any other remedies herein provided or provided by law, may, at its option, collect directly from such approve an assignment to an assignee or a subletting to a sublessee or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from Tenant hereunder, and no such collection without the required credit rating shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s obligations hereunder. In the event the Rent, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased Premises, then the amount of such excess shall be paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by or on behalf of Tenantreasonable.
Appears in 1 contract
Assignment and Subletting. A. Tenant shall not have the right to assign, encumber or pledge this Lease or to sublet the whole or any part of the Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereof, without Without the prior written consent of LandlordSublandlord, which consent Master Landlord and Master Sublandlord, Subtenant shall not be unreasonably withheld(i) assign, conditioned convey or delayed, and such restrictions shall be binding mortgage this Sublease or any interest under it; (ii) allow any transfer thereof or any lien upon any assignee or subtenant to which Landlord has consented. Tenant shall have the right, without Landlord’s consent and upon prior written notice to Landlord Subtenant's interest by operation of law; (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to iii) further sublet the Leased Premises, Sublease Premises or any portion part thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to (iv) permit the proposed commencement date of such subletting or assignment, which notice shall set forth the name occupancy of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased Sublease Premises or any part thereof are then assigned by anyone other than Subtenant. Sublandlord's consent to an assignment of this Sublease or sublet, Landlord, in addition to any other remedies herein provided a further sublease of the Sublease Premises shall not be unreasonably withheld or provided by law, may, at its option, collect directly from such assignee or subtenant all rents or other payments due conditioned and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation delivered or a release of Tenant from the further performance of Tenant’s obligations hereunder. In the event the Rent, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased Premises, then the amount of such excess shall be paid to Landlord as Additional Rent hereunder withheld within five fifteen (515) business days after receipt thereof Subtenant's request for such consent. If Sublandlord consents thereto, Sublandlord shall use reasonable efforts to obtain as quickly as reasonably possible the consent of Master Sublandlord and Master Landlord; but Sublandlord shall have no liability to Subtenant if Master Landlord or Master Sublandlord fails to consent. Any cost of obtaining the consent of Master Landlord and Master Sublandlord shall be borne by Subtenant. No permitted assignment shall be effective and no permitted sublease shall commence unless and until any default by Subtenant hereunder shall have been cured. No permitted assignment or on behalf subletting shall relieve Subtenant from Subtenant's obligations and agreements hereunder and Subtenant shall continue to be liable as a principal and not as a guarantor or surety to the same extent as though no assignment or subletting had been made. If expressly approved by Master Sublandlord and Master Landlord in their respective consents to this Sublease, Subtenant shall have the right to consummate Permitted Transfers, without the consent of TenantSublandlord, Master Sublandlord or Master Landlord and transfers to Subtenant's "affiliates" (as defined in Paragraph 9(g) of the Master Lease) subject only to the conditions referenced in 9(e) and (g) of the Master Lease, as if Subtenant were the tenant thereunder.
Appears in 1 contract
Samples: Sub Sublease Agreement (Remedy Corp)
Assignment and Subletting. A. 7.1 Tenant shall not have the right to assign, encumber or pledge assign this Lease or any of Tenant’s rights or obligations hereunder, or sublet or permit anyone to sublet occupy the whole Premises or any part of the Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereofthereof, without the Landlord’s prior written consent of Landlordconsent, which consent shall not be unreasonably withheld, conditioned withheld or delayed, and such restrictions shall be binding upon any provided Landlord reasonably determines that the proposed assignee or subtenant (i) is of a type and quality consistent with a first-class office building, and (ii) has the financial capacity to which Landlord has consented. Tenant shall have undertake and perform the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name obligations of the proposed subtenant sublease or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence No assignment or transfer of an “event this Lease may be effected by operation of default” (law or otherwise without Landlord’s prior written consent as hereinafter defined)provided above. Any assignment, if the Leased Premises subletting or any part thereof are then assigned or subletoccupancy, Landlord’s consent thereto or Landlord’s collection or acceptance of rent from any assignee, in addition to any other remedies herein provided subtenant or provided by law, may, at its option, collect directly from such assignee or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from Tenant hereunder, and no such collection occupant shall not be construed to constitute as a novation waiver or a release of Tenant from liability hereunder. Any assignment, subletting or occupancy, Landlord’s consent thereto or Landlord’s collection or acceptance of rent from any assignee, subtenant or occupant shall not be construed as relieving Tenant or any 1 assignee, subtenant or occupant from the further obligation of obtaining Landlord’s prior written consent to any subsequent assignment, subletting or occupancy. Tenant assigns to Landlord any sum due from any assignee, subtenant or occupant of Tenant as security for Tenant’s performance of its obligations pursuant to this Lease. Following an Event of Default, Tenant authorizes each such assignee, subtenant or occupant to pay such sum directly to Landlord if such assignee, subtenant or occupant receives written notice from Landlord specifying that such rent shall be paid directly to Landlord. Landlord’s collection of such rent shall not be construed as an acceptance of such assignee, subtenant or occupant as a tenant. All restrictions and obligations imposed pursuant to this Lease on Tenant shall be deemed to extend to any subtenant, assignee or occupant of Tenant, and Tenant shall cause such persons to comply with all such restrictions and obligations. If the Lease Term or Tenant’s right of possession shall terminate prior to the stated expiration of the Lease Term, then, at Landlord’s option in its sole and absolute discretion, Landlord may (but shall not be required to) succeed to the rights of Tenant under any or all subleases or assignments entered into by Tenant. Tenant shall not mortgage, pledge or encumber this Lease without Landlord’s prior written consent, which consent shall not be unreasonably withheld or delayed. For all purposes of this Lease, the term “sublet” or “subletting” shall include any assignment of Tenant’s obligations hereunder. In rights with respect to the event the Rent, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet relevant portion of the Leased Premises, then the amount of such excess shall be paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by or on behalf of Tenant.
Appears in 1 contract
Assignment and Subletting. A. Tenant shall may not have the right to assign, encumber assign or pledge otherwise transfer its interest in this Lease or to sublet the whole Premises or any part of the Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereof, thereof without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Tenant shall have notify Landlord fifteen (15) days in advance of its intent to transfer, assign or sublet all or any portion of the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”)Premises. In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted such assignment or subletting, Tenant shall nevertheless at all times remain directly, primarily and fully responsible and liable for the payment of rent and the Rent herein specified performance and for compliance with observance of all of its Tenant’s other obligations under the terms, provisions conditions and covenants of this Lease. No assignment or subletting of the Premises or any part thereof shall be binding upon Landlord unless such assignee or subtenant shall deliver to Landlord an instrument (in recordable form, if requested) containing an agreement of assumption of all of Tenant’s obligations under this Lease and Landlord shall execute a consent form. Landlord agrees to be reasonable in its consent, but Landlord may at its sole discretion withhold its consent to an assignment or sublease to any present tenant of Landlord in the Property or to any tenant whose occupancy would be inconsistent with the character of the Project . Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises all or any part thereof of the Premises are then assigned or sublet, Landlord, in addition to any other remedies herein provided by this Lease or provided by law, may, at its option, collect directly from such the assignee or subtenant all rents or other payments due and rent becoming due to Tenant under such Landlord by reason of the assignment or sublease subletting, and apply Landlord shall have a security interest in all property on the Premises to secure payment of such rent or other payments against sums. Landlord, at its option, may also recapture any sums due to sublet space in the event of default. Any collection by Landlord from Tenant hereunder, and no such collection the assignee or subtenant shall not be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s its obligations hereunderunder this Lease. In One-half of any rents received by Tenant from the event assignment or subletting of the Rent, including, without limitation, Base Rent and any Additional Rent, together Premises which exceed rents payable by Tenant hereunder (after deduction of out-of-pocket expenses incurred by Tenant in connection with any and all other costs, such assignment or subletting for brokerage fees, expenses or leasehold improvements and other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased Premises, then the amount of such excess lease concessions) shall be immediately paid to Landlord as Additional Rent additional compensation. Landlord shall, at its option, have the right to recapture all or any part of the Premises Tenant proposes to assign or sublet upon notice from Tenant of its intent to assign or such sublet part of the Premises, except that Tenant may sublet portions of the Premises which, in the aggregate, do not exceed twenty-five percent (25%) of the total area of the Premises for terms of three (3) years or less without Landlord having a recapture right for such sublettings. Landlord shall have the right to transfer and assign, in whole or in part, all its rights and obligations hereunder within five (5) business days after receipt thereof by or on behalf of Tenantand in the Project, the Project and all other property referred to herein, and upon such transfer, the transferor shall have no further liability hereunder and Tenant shall attorn to any such transferee.
Appears in 1 contract
Samples: Lease (Vital Images Inc)
Assignment and Subletting. A. Tenant Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives. successors and assigns, expressly covenants that it shall not have the right to assign, mortgage or encumber this Lease, nor underlet, or pledge this Lease suffer or to sublet permit the whole demised premises or any part of the Leased Premises, whether voluntarily thereof to be used or occupied by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereofothers, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned Landlord in each instance. The merger or delayed, and consolidation of a corporate lessee or subleasee where the net worth of the resulting or surviving corporation is less than the net worth of the lessee or sublessee immediately prior to such restrictions merger or consolidation shall be binding upon any assignee deemed an assignment of this lease or subtenant to which Landlord has consentedof such sublease. Tenant shall have the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related companyIf this lease be assigned, or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased demised Premises or any part thereof are then assigned be underlet or subletOccupied by anybody other than Tenant, LandlordLandlord my, in addition to any other remedies herein provided or provided after default by law, may, at its optionTenant, collect directly rent from such assignee the assignee, under-tenant or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease Occupant, and apply such the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or other payments against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute deemed a novation waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of Tenant’s obligations hereunderCovenants on the part of Tenant herein contained. The Consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express Consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the event the Rent, includingsublet Space or any part thereof to be 'wed or Occupied by others, without limitationLandlord's prior written Consent in each instance. A modification, Base Rent amendment or extension of a sublease shall be deemed a sublease. If any lien is filed against the demised premises or the building of which the same form a part for brokerage service Claimed to have been performed for Tenant, whether or not actually performed, the same shall be discharged by Tenant within ten (10) days thereafter, at Tenants expense, by filing the bond required by law, or otherwise, and paying any Additional Rentother necessary sums, together with and Tenant agrees to indemnify Landlord and its agents and hold them harmless from and against any and all other costsclaims, fees, expenses losses or other amounts paid by any liability resulting from such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder lien for such assigned or sublet portion of the Leased Premises, then the amount of such excess shall be paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by or on behalf of Tenantbrokerage services rendered.
Appears in 1 contract
Assignment and Subletting. A. Tenant shall not have the right to assign, encumber sublet or pledge this Lease or to sublet the whole or any part of the Leased Premisesotherwise transfer, whether voluntarily or involuntarily or by operation of law, the Premises or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereof, part thereof without the Landlord's prior written consent of Landlordapproval, which consent shall not be unreasonably withheld, conditioned . The merger of Tenant with any other entity or delayed, and such restrictions shall be binding upon the transfer of any assignee controlling or subtenant to which Landlord has consented. Tenant shall have the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing managing ownership or beneficial interest in Tenant’s relationship with such subsidiary, affiliate, related company, or successor)the assignment of a substantial portion of the assets of Tenant, whether or not located at the Premises, shall constitute an assignment hereunder. If Tenant desires to assign this Lease or sublease sublet any or all of the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give Landlord written notice thereof to Landlord within a reasonable time with copies of all related documents and agreements associated with the assignment or sublease, including without limitation, the financial statements of any proposed assignee or subtenant, forty-five (45) days prior to the proposed commencement anticipated effective date of the assignment or sublease. Tenant shall pay Landlord's reasonable attorneys' fees incurred in the review of such subletting documentation plus an administrative fee of Three Hundred Fifty Dollars ($350.00) for each proposed transfer. Landlord shall have a period of thirty (30) days following receipt of such notice and all related documents and agreements to notify Tenant in writing of Landlord's approval or assignment, which notice shall set forth the name disapproval of the proposed subtenant assignment or assigneesublease. If Landlord fails to notify Tenant in writing of such election, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted Landlord shall be deemed to have disapproved such assignment or subletting. This Lease may not be assigned by operation of law. Any purported assignment or subletting contrary to the provisions hereof shall be void and shall constitute an Event of Default hereunder. If Tenant receives rent or other consideration for any such transfer in excess of the Rent, or in case of the sublease of a portion of the Premises, in excess of such Rent that is fairly allocable to such portion, after appropriate adjustments to assure that all other payments required hereunder are appropriately taken into account, Tenant shall at all times pay Landlord fifty percent (50%) of the difference between each such payment of rent or other consideration and the Rent required hereunder. Landlord may, without waiving any rights or remedies, collect rent from the assignee, subtenant or occupant and apply the net amount collected to the Rent herein reserved and apportion any excess rent so collected in accordance with the terms of the preceding sentence. Tenant shall continue to be liable as a principal and not as a guarantor or surety to the same extent as though no assignment or subletting had been made. Landlord may consent to subsequent assignments or subletting of this Lease or amendments or modifications to the Lease by assignees of Tenant without notifying Tenant or any successor of Tenant and without obtaining their consent. No permitted transfer shall be effective until there has been delivered to Landlord a counterpart of the transfer instrument in which the transferee agrees to be and remain directly, primarily jointly and fully responsible and severally liable with Tenant for the payment of Rent pertaining to the Rent herein specified Premises and for compliance with the performance of all of its other obligations under the terms, terms and provisions and covenants of this Lease. Upon Lease relating thereto arising on or after the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect directly from such assignee or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s obligations hereunder. In the event the Rent, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion date of the Leased Premises, then the amount of such excess shall be paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by or on behalf of Tenanttransfer.
Appears in 1 contract
Assignment and Subletting. A. Tenant shall not have the right to assign, voluntarily assign or encumber or pledge its interest in this Lease or to sublet in the whole Premises, or sublease all or any part of the Leased Premises, whether voluntarily or by operation allow any other person or entity to occupy or use all or any part of lawthe Premises, without first obtaining Landlord's prior written consent. Any assignment, encumbrance, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereof, sublease without the Landlord's prior written consent shall be voidable, at Landlord's election, and shall constitute a default. No consent to any assignment, encumbrance, or sublease shall constitute a further waiver of Landlordthe provisions of the paragraph. Tenant shall notify Landlord within thirty (30) days of receipt of such written notice, elect one of the following: (a) Consent to such proposed assignment, encumbrance or sublease; (b) Refuse such consent, which refusal shall be on reasonable grounds; or (c) Elect to terminate this Lease. As a condition for granting its consent to any assignment, encumbrance or sublease, Landlord may require that the sublease or assignee remit directly to Landlord on a monthly basis, all monies due to Tenant by said assignee or sublease. If for any proposed assignment or sublease Tenant receives rent or other consideration, either initially or over the term of the assignment or sublease, in excess of the rent called for hereunder, or, in case of the sublease of a portion of the Premises, in excess of such rent fairly allocable such portion, after appropriate adjustments to assure that all other payments called for hereunder are taken into account, Tenant shall pay Landlord as additional rent hereunder ninety percent (90%) of the excess of each such payment of rent or other consideration received by Tenant promptly after its receipt. Landlord's waiver or consent to any assignment or subletting shall not relieve Tenant from any obligation under this Lease. Occupancy of all or part of the Premises by parent, subsidiary, or affiliated companies of Tenant shall not be unreasonably withheld, conditioned or delayed, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Tenant shall have the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted deemed an assignment or subletting, Tenant shall at all times remain directly, primarily . Landlord acknowledges and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect directly from such assignee or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release approves occupancy of Tenant from as DIGITAL VIDEO SYSTEMS and pending acquisition of VICOMP TECHNOLOGY, INC. Landlord accepts the further performance occupancy of Tenant’s obligations hereunder. In the event the Rent, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased Premises, then the amount of such excess shall be paid to Landlord VICOMP TECHNOLOGIES as Additional Rent hereunder within five (5) business days after receipt thereof by or on behalf of Tenantan approved affiliated company.
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Assignment and Subletting. A. Tenant 20.01 Landlord shall not have the right to transfer and assign, encumber in whole or pledge in part its rights and obligations in the building and property that are the subject of this Lease. Tenant shall not assign this Lease or to sublet the whole all or any part of the Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereof, without the prior written consent of the Landlord, which consent shall not be unreasonably withheld, conditioned withheld or delayed, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Tenant shall have the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall nevertheless at all times times, remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified rent and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence If all or any part of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided by this Lease or provided by law, may, may at its option, collect directly from such the assignee or subtenant all rents or other payments due and becoming due to Tenant under such by reason of the assignment or sublease and apply such rent or other payments against any sums due to sublease. Any collection directly by Landlord from Tenant hereunder, and no such collection the assignee or subtenant shall not be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s its obligations hereunderunder this Lease. In the event that Tenant sublets the RentLeased Premises or any part thereof, includingor assigns this Lease and at any time receives rent and/or other consideration which exceeds that which Tenant would at that time be obligated to pay to Landlord, without limitationTenant shall pay to Landlord 100% of the gross excess in such rent as such rent is received by Tenant and 100% of any other consideration received by Tenant from such subtenant in connection with such sublease or, Base Rent and in the case of any Additional Rentassignment of this Lease by Tenant, together Landlord shall receive 100% of any consideration paid to Tenant by such assignee in connection with such assignment; notwithstanding the foregoing, Tenant shall be entitled to the excess profit earned from a sublease or an assignment above a rental rate of $6.00 per square foot for the space that is the subject of any and all other such sublease or assignment. In addition, should Landlord agree to an assignment or sublease agreement, Tenant will pay to Landlord on demand the sum of $500.00 to partially reimburse Landlord for its costs, including reasonable attorneys' fees, expenses incurred in connection with processing such assignment or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased Premises, then the amount of such excess shall be paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by or on behalf of Tenant.subletting request. INSOLVENCY OF TENANT
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Assignment and Subletting. A. Subject to the terms set forth herein, Tenant shall not have the right to assign, transfer, mortgage or encumber or pledge this Lease or to nor sublet the whole or any part of the Leased PremisesPremises without First obtaining Landlord's written consent, which consent may be withheld or conditioned in Landlord's sole reasonable discretion. Any consent granted by Landlord shall require that such subtenant or assignee consent to be bound by all of the terms and conditions of this Lease. No such assignment or subletting shall relieve Tenant of any liability under this Lease regardless of whether voluntarily such liability arises by or through Tenant. Assignment or subletting shall not operate as a waiver of the necessity for a written consent to any subsequent assignment or subletting, and the terms of such consent shall be binding upon any person holding by, under or through Tenant Landlord may, at Landlord's election, collect rent directly, from such assignee or subtenant. If Tenant is a corporation, then any transfer of this Lease by operation of law, merger, consolidation or permit liquidation shall constitute an assignment for the use purpose of this Section; provided, whoever, that as long as Tenant is a publicly owned company, Landlord's consent to an assignment of this Lease will not be required as a result of merger, consolidation or occupancy liquidation, or any change in the ownership of, or power to vote, the majority or controlling interest of Tenant's outstanding voting stock unless (a) such change is the Leased Premises result of any reorganization or merger by anyone which the Tenant's rights under this Lease are transferred to a subsidiary or affiliate or any other than entity in which Tenant has controlling interest (in which case Tenant agrees to guaranty performance under this Lease and upon receipt of such guaranty, an form and content satisfactory to Landlord, Landlord's consent will automatically be deemed to be given) or for (b) such change results from Tenant's merger with, or purchase by, any use other than the use described in Paragraph 1 hereof, without the prior written consent competitor of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. In the event Tenant shall have the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), should desire to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, Premises or any portion thereof, or assign this Leasepart hereof, Tenant shall give Landlord written notice thereof at least thirty (30) days in advance of the date on which Tenant desires to Landlord within a reasonable time prior to make such assignment or sublease, which notice shall specify: (a) the name and business of the proposed commencement assignee or sublessee, (b) the amount and location of the space affected, (c) the proposed effective date and duration of such the subletting or assignment, which notice shall set forth the name of and (d) the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant rental to be paid to Tenant by such sublessee or assignee. Notwithstanding any permitted assignment Landlord shall then have a period of fifteen (15) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (i) to permit Tenant to assign or sublettingsublet such space, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an “in which event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect directly from such assignee or subtenant all rents or other payments due proposed rental rate between Tenant and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s obligations hereunder. In the event the Rent, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds sublessee is greater than the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased Premisesunder this Lease, then such excess rental shall be deemed Additional Rent owed by Tenant to Landlord under this lease, and the amount of such excess excess, including any subsequent increases due to escalation or otherwise, shall be paid by Tenant to Landlord as Additional in the same manner than Tenant pays the Rent hereunder within five and in addition thereto, or (5ii) business days after receipt thereof by to withhold consent to Tenant's assignment or on behalf of Tenantsubleasing such space and to continue this Lease in full force and effect as to the entire Premises.
Appears in 1 contract
Assignment and Subletting. A. Tenant shall not have the right to assign, encumber or pledge this Lease or to sublet the whole or any part of the Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereofmay not, without the prior written consent of Landlord, which consent shall may not be unreasonably withheldwithheld by Landlord, conditioned or delayed, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Tenant shall have the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign this Lease or sublease any interest hereunder, or sublet the Leased Premises to a subsidiaryor any part thereof, affiliate, related company or successor permit the use of Tenant (“Permitted Transferee”)the Premises by any party other than Tenant. In the event that Tenant desires is a corporation or entity other than an individual, any transfer of a majority or controlling interest in Tenant (whether by stock transfer, merger, operation of law or otherwise) shall not be considered an assignment or sublease for purposes of this paragraph and shall not require Landlord’s prior written consent. Consent to sublet one assignment or sublease shall not destroy or waive this provision, and all later assignments and subleases shall likewise be made only upon the Leased Premisesprior written consent of Landlord. Subtenants or assignees shall become liable to Landlord for all obligations of Tenant hereunder, or without relieving Tenant’s liability hereunder and, in the event of any portion thereof, or assign default by Tenant under this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, but without any obligation to do so, elect to treat such sublease or assignment as a direct Lease with Landlord and collect rent directly from the subtenant. If Tenant desires to assign or sublease, Tenant must provide written notice to Landlord describing the proposed transaction in detail and providing all documentation (including detailed financial information for the proposed assignee or subtenant) reasonably necessary to let Landlord evaluate the proposed transaction. Landlord shall notify Tenant within ten (10) days of its receipt of such notice whether Landlord consents to the requested assignment or sublease. If Landlord fails to respond within such ten (10) day period, Landlord will be deemed to have consented to the assignment or sublease. If Landlord does consent to any assignment or sublease request and the assignee or subtenant all rents or other payments due and becoming due pays to Tenant an amount in excess of the Rent due under this Lease (after deducting Tenant’s reasonable, actual expenses in obtaining such assignment or sublease and apply sublease), Tenant shall pay 50% of such rent or other payments against any sums due excess to Landlord from as and when the monthly payments are received by Tenant. Notwithstanding anything to the contrary contained in this Section 25, Tenant hereunder, may assign or sublet its rights and no such collection shall be construed obligations under this Lease without Landlord’s prior consent to constitute a novation successor corporation into which or a release of with which Tenant from the further performance is merged or consolidated or which acquired all or substantially all of Tenant’s obligations hereunder. In the event the Rentassets and property, including, without limitation, Base Rent and any Additional Rent, together with any and provided that such successor corporation assumes substantially all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased Premises, then the amount obligations and liabilities of such excess shall be paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by or on behalf of TenantTenant hereunder.
Appears in 1 contract
Samples: Lease Agreement (Ndchealth Corp)
Assignment and Subletting. A. Tenant shall may not have the right to assign, encumber assign or pledge otherwise transfer its interest in this Lease or to sublet the whole Premises or any part of the Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereof, thereof without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Tenant shall have notify Landlord sixty (60) days in advance of its intent to transfer, assign or sublet all or any portion of the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”)Premises. In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted such assignment or subletting, Tenant shall nevertheless at all times remain directly, primarily and fully responsible and liable for the payment of rent and the Rent herein specified performance and for compliance with observance of all of its Tenant's other obligations under the terms, provisions conditions and covenants of this Lease. No assignment or subletting of the Premises or any part thereof shall be binding upon Landlord unless such assignee or subtenant shall deliver to Landlord an instrument (in recordable form, if requested) containing an agreement of assumption of all of Tenant's obligations under this Lease and Landlord shall execute a consent form. Landlord agrees to be reasonable in its consent, but Landlord may at its sole discretion withhold its consent to an assignment or sublease to any present tenant of Landlord in the Property or to any tenant whose occupancy would be inconsistent with the character of the Project or whose business is in direct competition with that of another tenant of the Property. Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises all or any part thereof of the Premises are then assigned or sublet, Landlord, in addition to any other remedies herein provided by this Lease or provided by law, may, at its option, collect directly from such the assignee or subtenant all rents or other payments due and rent becoming due to Tenant under such Landlord by reason of the assignment or sublease subletting, and apply Landlord shall have a security interest in all property on the Premises to secure payment of such rent or other payments against sums. Landlord, at its option, may also recapture any sums due to sublet space in the event of default. Any collection by Landlord from Tenant hereunder, and no such collection the assignee or subtenant shall not be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s its obligations hereunderunder this Lease. In Any rents received by Tenant from the event the Rent, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses assignment or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion subletting of the Leased Premises, then the amount of such excess Premises which exceed rents payable by Tenant hereunder shall be immediately paid to Landlord as Additional Rent additional compensation. Landlord shall, at its option, have the right to recapture all or any part of the Premises Tenant proposes to assign or sublet upon notice from Tenant of its intent to assign or such sublet part of the Premises. Landlord shall have the right to transfer and assign, in whole or in part, all its rights and obligations hereunder within five (5) business days after receipt thereof by or on behalf of Tenantand in the Building, the Project and all other property referred to herein, and upon such transfer, the transferor shall have no further liability hereunder and Tenant shall attorn to any such transferee.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (Behringer Harvard Reit I Inc)
Assignment and Subletting. A. Tenant 12.1 Sublessee shall not have the right to assign, encumber or pledge assign this Lease or to sublet the whole Sublease or any part of the Leased PremisesSublessee's rights or obligations hereunder, whether voluntarily or by operation of law, sublet or permit anyone to occupy the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereof, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Tenant shall have the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned thereof, or subletmortgage this Sublease or Sublessee's rights hereunder, Landlordwithout Sublessor's and Lessor's prior written consent. No assignment or transfer of this Sublease may be effected by operation of law or otherwise without Sublessor's and Lessor's prior written consent, in addition which shall not unreasonably be withheld. Sublessor's or Lessor's consent to any other remedies herein provided assignment, subletting or provided by lawoccupancy thereto or Sublessor's or Lessor's collection or acceptance of rent from any assignee, maysubtenant or occupant shall not be construed as a waiver or release of Sublessee from any liability hereunder or from the obligation of obtaining Sublessor's and Lessor's prior written consent to any subsequent assignment, at its option, collect directly from such assignee subletting or subtenant all rents or other payments due occupancy. Sublessee hereby assigns to Sublessor and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against Lessor any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s obligations hereunder. In the event the Rent, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, userassignee, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder occupant of Sublessee as security for Sublessee's performance of its obligations pursuant to this Sublease, and Sublessee authorizes each such assigned assignee, subtenant or sublet portion of the Leased Premisesoccupant to pay such sums directly to Sublessor or Lessor if such assignee, then the amount of subtenant or occupant receives written notice from Sublessor specifying that such excess rent shall be paid directly to Landlord Sublessor or Lessor. Sublessor's or Lessor's collection of such rent shall not be construed as Additional Rent hereunder within five (5) business days after receipt thereof an acceptance of such assignee, subtenant or occupant as a tenant. All restrictions and obligations imposed on Sublessee pursuant to this Sublease shall be deemed to extend to any subtenant, assignee or occupant of Sub lessee, and Sublessee shall cause such persons to comply with all such restrictions and obligations. Any sublease, assignment or other transfer shall be effected on forms supplied or approved by Sublessor and Lessor. Sublessee shall pay all expenses incurred by Sublessor and Lessor in connection with Sublessee's request for Sublessor's and Lessor's consent to any assignment, subletting, occupancy or on behalf of Tenantmortgage, including but not limited to any reasonable attorneys' fees incurred in preparing or reviewing documentation related to any such transaction.
Appears in 1 contract
Assignment and Subletting. A. Tenant shall not have the right to assign, encumber or pledge this Lease or to sublet the whole or any part of the Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereof, without Without the prior written consent of Landlord, which Tenant shall not (a) sublease the Premises, or assign, convey, encumber, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of this Lease or the interest of Tenant in this Lease, in whole or in part, by operation of law or otherwise; or (b) permit the use and occupancy of the Premises by any party other than Tenant, its agents, employees, invitees, guests and licensees. Landlord agrees that Landlord's consent shall to a proposed assignment or sublease will not be unreasonably withheld, conditioned or delayed, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Tenant agrees that Landlord shall not be deemed to have unreasonably withheld its consent if Tenant is in default under this Lease or if the rightproposed transferee is a tenant or occupant of the Building or negotiating with Landlord for space in the Building, without in addition to other circumstances in which Landlord’s 's consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), may reasonably be withheld. If Tenant desires to assign this Lease or enter into any sublease of the Leased Premises Premises, Tenant shall deliver written notice of such intent to Landlord, together with a subsidiarycopy of the proposed assignment or sublease and any other information which Landlord reasonably requires, affiliateat least sixty (60) days prior to the effective date of the proposed assignment or commencement date of the term of the proposed sublease. Any approved sublease shall be expressly subject to the terms and conditions of this Lease. Tenant shall pay Landlord on the first day of each month during the term of each sublease, related company or successor the excess of all rent and other consideration due from the subtenant for such month over that portion of the Adjusted Monthly Base Rent due under this Lease for such month which is allocable on a square footage basis to the space sublet. Tenant (“Permitted Transferee”)shall pay Landlord all consideration due to Tenant on account of each assignment when due from the assignee. In the event of any approve sublease or assignment, Tenant desires to sublet the Leased Premisesshall not be released or discharged from any liability, whether past, present or any portion thereoffuture, or assign under this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of including any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants renewal term of this Lease. Upon For purposes of this Lease, an assignment shall be considered to include a change in the occurrence majority ownership or control of an “event of default” (as hereinafter defined)Tenant, if the Leased Premises Tenant is a corporation whose shares of stock are not traded publicly or any part thereof are then assigned or subleta partnership, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect directly from such assignee or subtenant all rents limited liability company or other payments due business entity. Tenant shall pay Landlord's reasonable costs and becoming due expenses, including attorneys' fees and fees of architects, engineers and other professionals, incurred in connection with any proposed assignment or sublease, whether or not Landlord consents to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s obligations hereunder. In the event the Rent, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased Premises, then the amount of such excess shall be paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by or on behalf of Tenantsublease.
Appears in 1 contract
Samples: Office Lease (Piranha Inc)
Assignment and Subletting. A. This Lease shall not be assigned, ------------------------- mortgaged, pledged, encumbered or in any other manner transferred by Tenant, voluntarily or involuntarily, by operation of law or otherwise, nor shall the Leased Premises or any part thereof be sublet, licensed, granted to a concessionaire or used or occupied by anyone other than Tenant without first obtaining the written consent of Lessor. A change in the control of Tenant, if its stock is not then publicly held and traded, including, without limitation, a subsidiary of a publicly held company, shall be deemed to be an assignment for all purposes of this Lease; provided, however that an assignment to a wholly owned subsidiary of Tenant or to its parent corporation for the same purpose as provided for in Article 3 of the Lease shall not require the consent of Landlord. If at any time during the term of this Lease, Tenant shall not have the right request Lessor's consent to assignassign this Lease, encumber or pledge this Lease or to sublet all or substantially all of the whole Leased Premises, Tenant shall include with such requests the name and business experience of the proposed transferee, assignee or sublessee, complete and current financial statements of said transferee, assignee or sublessee, and the rent and other terms of the proposed assignment, transfer or subletting. In the event that Lessor consents to said subletting or assignment, any amounts received by Tenant (other than the reasonable value paid to Tenant in repayment for trade fixtures and inventory and other personal property of Tenant) above the amounts payable by Tenant to Lessor hereunder shall be deemed, "real estate profit" and shall be paid to Lessor. If Lessor permits any such assignment, change or subletting, Tenant agrees to pay Lessor's legal fees in connection therewith. IN ANY EVENT, LESSOR SHALL HAVE THE RIGHT IN LESSOR'S SOLE DISCRETION TO WITHHOLD CONSENT TO AN ASSIGNMENT OF THIS LEASE OR TO A SUBLETTING OF THE LEASED PREMISES. If Tenant shall any time during the term of this Lease sublet all or any part of the Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereof, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Tenant shall have the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times nevertheless remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with under all of its other obligations under the terms, provisions covenants, and covenants conditions of this Lease. Upon the occurrence of an “event of default” (as hereinafter defined)If this Lease is assigned, or if the Leased Premises or any part thereof are then assigned subleased or subletoccupied by anybody other than Tenant, LandlordLessor may collect from the assignee, in addition to sublessee or occupant any other remedies herein provided or provided by law, may, at its option, collect directly from such assignee or subtenant all rents rent or other payments due and becoming due charges payable to Tenant under such assignment or sublease this Lease and apply such the amount collected to the rent or and other payments against any sums due to Landlord from Tenant hereundercharges herein reserved, and no but such collection by Lessor shall not be construed to constitute deemed in acceptance of the assignee, sublessee or occupant as a novation or tenant nor a release of Tenant from the further performance of Tenant’s obligations hereunderTenant under this Lease. In the event the RentNotwithstanding Lessor's consent to any assignment, includingsubletting, without limitationoccupation or use by another person, Base Rent and any Additional Rentsubsequent assignment, together with any and all other costssubletting, fees, expenses occupation or other amounts paid use by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased Premises, then the amount of such excess another person shall be paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by or on behalf of Tenantrequire Lessor's prior written consent.
Appears in 1 contract
Assignment and Subletting. A. Tenant shall not have the right to assign, encumber assign or pledge this Lease or to sublet the whole or any part of the Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereofTenant, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Tenant shall have the rightThe foregoing prohibition includes, without Landlord’s consent and upon prior written notice to Landlord (specifically describing limitation, any subletting or assignment that would otherwise occur by merger, consolidation, reorganization, transfer or other change in Tenant’s relationship with such subsidiarycorporate, affiliate, related company, partnership or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assigneeproprietary structure. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon If Tenant assigns this Lease or sublets all or a portion of the occurrence of an “event of default” (Premises without first obtaining Landlord’s consent, as hereinafter definedrequired by this Paragraph 11(a), if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect directly from such assignee or subtenant all rents or other payments due and becoming due to Tenant under such said assignment or sublease shall be null and apply such rent void and of no force or effect. Landlord’s consent to an assignment, sublease or other payments against transfer of any sums due interest of Tenant in this Lease or in the Premises shall not be deemed to Landlord from Tenant hereunderbe a consent to any subsequent assignment, and no such collection transfer, use or occupation. For the purposes of this Xxxxxxxxx 00, Xxxxxxxx shall be construed deemed to constitute have acted reasonably if it withholds its consent to a novation proposed assignment or sublease if (i) the creditworthiness of the proposed assignee or sublessee is less than the greater of (A) Tenant’s net worth as of the date of this Lease; or (B) a net worth of at least the net worth of tenants to whom Landlord is then in the process of leasing similar square footage in the Building, it being understood and agreed that if Landlord is then requiring new tenants of such similar spaces to enhance their credit by virtue of security deposits, letters of credit or similar vehicles, Landlord may require that the proposed assignee or sublessee comply with such credit enhancement requirements; and/or (ii) the assignee or sublessee is a tenant of Landlord in the Building or a release of Tenant from the further performance of Tenant’s obligations hereunder. In the event the Rent, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion prospective tenant of the Leased Premises, Building then the amount of such excess working with Landlord or Landlord’s leasing agent. Landlord shall be paid have no obligation to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by review or on behalf of Tenantagree to any assignment or sublease request if Tenant is then in default under this Lease.
Appears in 1 contract
Samples: Lease Agreement
Assignment and Subletting. A. Tenant Except as otherwise provided in Article 25 of the Master Lease and this Section 11, Sublessee shall not have the right to assign, encumber or pledge assign this Lease Sublease or to sublet the whole or any part of the Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Sublet Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereof, without the prior written consent of LandlordSublessor in each and every instance. Sublessor is aware that Sublessee is contemplating a corporate reorganization that would create a holding company structure, in which consent Sublessee would be a wholly-owned subsidiary of a limited liability company and other wholly-owned subsidiaries of the holding company would be created to operate in specific states or to serve other specific functions. To the extent that such corporate reorganization occurs during the Term, Sublessor shall not be unreasonably withheld, conditioned withhold its consent to an assignment or delayed, and sublet of this Sublease by Sublessee to any such restrictions shall be binding upon any assignee wholly-owned subsidiary or subtenant to which Landlord has consentedholding company. Tenant Sublessor shall have the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor)in its discretion, to assign refuse to grant its consent to any other assignment or sublet of this Lease Sublease. Any sublet or sublease assignment of this Sublease shall be subject and subordinate to this Sublease. No assignment shall be valid or effective unless and until the Leased Premises assignee or subletting party shall have delivered to a subsidiarySublessor an instrument, affiliatein form reasonably satisfactory to Sublessor, related company pursuant to which the assignee or successor subletting party assumes the due observance and performance of Tenant (“Permitted Transferee”). In all of the event Tenant desires to sublet obligations of Sublessee hereunder from and after the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or sublettingsublet. Sublessee covenants and agrees that notwithstanding any assignment or sub-subletting to any assignee or subletting party and/or acceptance of Rent by Sublessor from any assignee or subletting party, Tenant Sublessee shall at all times and will remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified due and to become due hereunder and for compliance with the performance of all of its other obligations under the covenants, agreements, terms, provisions and covenants conditions contained in this Sublease on the part of this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition Sublessee to any other remedies herein provided or provided by law, may, at its option, collect directly from such assignee or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s obligations hereunder. In the event the Rent, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased Premises, then the amount of such excess shall be paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by or on behalf of Tenantperformed.
Appears in 1 contract
Samples: Sublease (Harris Interactive Inc)
Assignment and Subletting. A. Tenant shall not have the right to assignsublet, assign or otherwise transfer or encumber or pledge this Lease or to sublet the whole Lease, or any part of the Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereofinterest therein, without the prior written consent of Landlord, which Landlord and such consent shall is not to be unreasonably withheld, conditioned or delayed, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Tenant shall have the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or Any attempted assignment, which notice shall set forth the name subletting, transfer or encumbrance by Tenant in violation of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this paragraph shall be void. Any assignee, sublessee or transferee of Tenant's interest in this Lease ( all such assignees, sublessees and transferees being hereinafter referred to as "Transferees"), by assuming Tenant's obligation hereunder, shall assume liability to Landlord for all the amounts paid to persons other than the Landlord by such Transferees to which Landlord is entitled or is otherwise in contravention of this Paragraph 15. No assignment, subletting or other transfer, whether or not consented to by Landlord or permitted hereunder, shall relieve Tenant of its liability under this Lease. Upon If an Event of Default occurs while the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, then Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, may collect directly from such assignee or subtenant Transferee all rents or other payments due and becoming due payable to the Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from Tenant hereunder, and no . No such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s 's obligations hereunder. In the event the Rent, including, without limitation, Base Rent If Landlord consents to any subletting or assignment by Tenant as hereinabove provided and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid category of rent subsequently received by Tenant under any such occupant, user, subtenant or assignee sublease is in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion excess of the Leased Premisessame category of rent payable under this Lease, or any additional consideration is paid to Tenant by the assignee under any such assignment, then the amount of Landlord may, at its option, declare such excess shall rents under any sublease or such additional consideration for any assignment to be paid due and payable by Tenant to Landlord as Additional Rent hereunder within five additional rent hereunder. The following shall additionally constitute an assignment of this Lease by Tenant for the purpose of this paragraph 15: (5i) business days after receipt thereof by if Tenant is a corporation, any merger, consolidation, dissolution or on behalf liquidation, or any change in ownership or power to vote of thirty percent (30%) or more of Tenant's outstanding voting stock; (ii) if Tenant is a partnership, joint venture or other entity, any liquidation, dissolution or transfer of ownership of any interests totalling thirty percent (30%) or more of the total interests in such entity; (iii) the sale, transfer, exchange, liquidation or other distribution of more than thirty percent (30%) of Tenant's assets, other than this Lease; or (iv) the mortgage, pledge, hypothecation or other encumbrance of or grant of a security interest by Tenant in this Lease, or of any of Tenant's rights hereunder.
Appears in 1 contract
Assignment and Subletting. A. (a) Tenant shall not have the right to assign, sublet, transfer or encumber or pledge this Lease or to sublet the whole lease, or any part of the Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereofinterest therein, without the prior written consent of Landlord, which whose consent shall not be unreasonably withheld, conditioned or delayed, and such restrictions . It shall be binding upon any assignee or subtenant deemed reasonable for Landlord in determining whether to which Landlord has consented. Tenant shall have the right, without Landlord’s withhold its consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directlyto consider the usage, primarily character, and fully responsible and liable for the payment reputation of the Rent herein specified and for compliance with all proposed sublessee or assignee. Any attempted assignment, subletting, transfer or encumbrance by Tenant in violation of its other obligations under the terms, provisions terms and covenants of this Paragraph shall be void. All cash or other proceeds of any assignment, fifty (50%) percent of such proceeds, less Tenant's reasonable costs incurred in connection with assigning or subleasing the Premises, as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. Provided there is no uncured default of the Lease, and Tenant remains liable to Landlord, Landlord consent shall not be required in the event Tenant assigns this lease to a wholly owned subsidiary or affiliate or in the event of a share purchase, merger or sale of substantially all of the assets of Tenant provided, however, Tenant shall provide notice thereof to the Landlord within 30 days of such assignment. Tenant may advertise and offer said space for sublease at such terms as determined by Tenant. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessee and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of this Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an “"event of default” (" as hereinafter defined), if the Leased Premises premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided, as provided by law, may, may at its option, option collect directly from such assignee or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from for Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s 's obligations hereunder. In the event the Rent, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased Premises, then the amount of such excess shall be paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by or on behalf of Tenant.
Appears in 1 contract
Assignment and Subletting. A. Tenant Subtenant expressly covenants and agrees that it shall not have the right to assign, mortgage, pledge or encumber or pledge this Lease or to Sublease nor sublet the whole Premises or any part of the Leased Premisesthereof, whether voluntarily or by operation of law, nor suffer or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereof, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Tenant shall have the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned to be used or subletoccupied by others, except strictly in accordance with Articles 11 and 43 of the Master Lease, and, in addition, in any instance under the Master Lease where Landlord's consent is required, Sublandlord's consent shall also be required, but Sublandlord covenants and agrees not to unreasonably withhold or delay its consent in such instance if Landlord has consented thereto, provided, however, if Sublandlord shall not grant or deny its consent (which denial shall be accompanied by a reasonably detailed statement setting forth the reasons for such denial) on or prior to the date Landlord issues its consent (provided that to the extent Subtenant makes such request directly to Landlord, in addition Subtenant requests such consent from Sublandlord at the time it requests consent from Landlord and provides Sublandlord with all the information required under the Master Lease to be provided regarding such sublease), Sublandlord shall be deemed to have consented thereto. If this Sublease be assigned, or if the Premises or any part thereof be sublet or occupied by anyone other remedies herein provided or provided by lawthan Subtenant, Sublandlord may, at its optionafter default by Subtenant, collect directly rent from such assignee the assignee, subtenant or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease occupant, and apply such rent or other payments against any sums due the net amount collected to Landlord from Tenant hereunderthe Rent reserved in this Sublease, and but no such assignment, subletting, occupancy, or collection by Sublandlord shall be construed to constitute deemed a novation waiver of the covenant set forth above or the acceptance of the assignee, subtenant or occupant as subtenant or a release of Tenant Subtenant from the further performance by Subtenant of Tenant’s obligations hereunder. In covenants and agreements on the event the Rent, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee part of Subtenant contained in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased Premises, then the amount of such excess shall be paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by or on behalf of Tenantthis Sublease.
Appears in 1 contract
Samples: Sublease (Media Metrix Inc)
Assignment and Subletting. A. Tenant shall not have sublet the right to assignPremises or the interest of Tenant therein in whole or in part, encumber or pledge assign this Lease or to sublet the interest of Tenant therein in whole or any part of the Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereofpart, without the prior written consent of Landlord, which consent the Landlord shall not unreasonably withhold. Further, Tenant may not sell, lien, or encumber its interest in this Lease, or assign or delegate the management or permit the use or occupancy of the Premises in whole or in part by anyone other than Tenant without the prior written consent of Landlord, which consent Landlord may withhold in its sole discretion. Landlord and Tenant acknowledge and agree that the foregoing provisions have been freely negotiated by the parties hereto and that Landlord would not have entered into this Lease without Tenant’s consent to the terms of this Paragraph 9. In no event shall this Lease be assignable by operation of any law, and Tenant’s rights hereunder may not become, and shall not be unreasonably withheldlisted by Tenant as an asset under any bankruptcy, conditioned insolvency, or delayedreorganization proceedings. No assignment, transfer, mortgage, sublease or other encumbrance, whether or not approved, and such restrictions shall be binding upon no indulgence granted by Landlord to any assignee or subtenant to subtenant, shall in any way impair the continuing primary liability (which Landlord has consented. Tenant after an assignment shall have be joint and several with the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor assignee) of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect directly from such assignee or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from Tenant hereunder, and no such collection approval in a particular instance shall be construed deemed to constitute be a novation waiver of the obligation to obtain Landlord’s approval in any other case. If for any approved assignment or sublease Tenant receives rent or other consideration, either initially or over the term of the assignment or sublease, in excess of the base rent hereunder, or in case of a release sublease of part of the Premises, in excess of the portion of such rent fairly allocable to such part, after appropriate adjustments to assure that all other payments called for hereunder are appropriately taken into account, Tenant from shall pay to Landlord as additional rent the further performance full excess of Tenant’s obligations hereundereach such payment of rent or other consideration received by Tenant promptly after its receipt. If Tenant is a corporation and if the person or persons who own a majority of its voting shares at the time of the execution hereof cease to own a majority of such shares at any time hereafter, except as a result of transfers by gift, bequest or inheritance, Tenant shall so notify Landlord. In the event of such change of ownership, whether or not Tenant has notified Landlord thereof, Landlord may terminate this Lease by notice to Tenant effective ninety (90) days from the Rentdate of such notice from Tenant, includingor the date on which Landlord first has knowledge of such transfer, without limitationwhichever shall first occur. If Tenant is a partnership and if any partner or partners withdraw from the partnership, Base Rent or if the partnership is otherwise dissolved, Tenant shall so notify Landlord. In the event of such withdrawal or dissolution, Landlord may terminate this Lease by notice to Tenant effective thirty (30) days from the date of such notice from Tenant or the date on which Landlord first has knowledge of such withdrawal or dissolution, whichever shall first occur. Notwithstanding any provision of this Lease to the contrary, should Tenant receive consent from Landlord to sublease or assign its interest in the Premises and seek to sublease or assign its interest in the Premises in accordance with this paragraph, Tenant shall not use the name of Landlord, any Additional Rentinsignia of Landlord, together with or any and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee likeness of the Building in any month exceeds the Rent payable on a per rentable square foot basis hereunder of its advertising for such assigned sublease or sublet portion of the Leased Premises, then the amount of such excess shall be paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by or on behalf of Tenantassignment.
Appears in 1 contract
Assignment and Subletting. A. Tenant shall not have the right to assign, sublease, transfer, pledge, or encumber or pledge this Lease or any interest therein without Landlord’s prior written consent. For purposes hereof the transfer of all or a controlling interest in Tenant shall be deemed an assignment of this Lease. Any attempted assignment, sublease or other transfer or encumbrance by Tenant in violation of the terms and covenants of this paragraph shall be void. Should Tenant desire to assign or sublet the Premises (or any portion thereof) Tenant shall notify Landlord in writing and furnish to Landlord the name and address of the proposed assignee or subtenant together with a narrative of the business in which the Tenant is engaged, financial statements for the immediate prior three (3)year and the proposed agreement of assignment or sublease. Within fifteen (15) business days of the furnishing of such notice and other items Landlord shall either (1) approve the request; (2) deny the request, stating with such denial the reasons therefore, or (3) agree to sublet the whole Premises (or any part portion thereof) from Tenant for the balance of the Leased Premisesterm of this Lease,on the same terms and conditions as stated in the proposed agreement of assignment or sublease, whether voluntarily or by operation of law, or permit in which latter event Tenant shall enter into the use or occupancy said agreement with Landlord as provided in the proposed agreement theretofore furnished to Landlord within thirty (30) days thereafter. Landlord shall be entitled to all consideration in excess of the Leased Premises rents due hereunder given by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereof, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. the Tenant shall have for the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect directly from such assignee or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease and apply such including without limitation rent or other payments against any sums due to Landlord from Tenant hereunderoverages, and no such collection assignment or subletting shall be construed to constitute a novation or a release relieve Tenant of Tenant from the further performance of Tenant’s obligations any obligation hereunder. In Landlord’s consent to a particular assignment, subletting, transfer, pledge or encumbrnce3 shall not obviate the event necessity for landlord’s consent to any future assignment, subletting, transfer, pledge or encumbrance, Landlord retaining the Rent, including, without limitation, Base Rent right to consent to each and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion every of the Leased Premises, then the amount of such excess shall be paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by or on behalf of Tenantsame.
Appears in 1 contract
Assignment and Subletting. A. Tenant Subtenant shall not have the right to assign, sublet, encumber or pledge otherwise transfer any interest in this Lease or to sublet the whole Sublease or any part of the Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Subleased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereof(collectively referred to as a “Transfer”), without first obtaining the prior written consent of LandlordTenant, which consent shall not be unreasonably withheld, conditioned withheld or delayed, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Tenant may condition its consent on (a) obtaining any required consent from Landlord; (b) Subtenant satisfying any conditions on the Transfer imposed by Landlord; and (c) such other reasonable conditions that Tenant may impose. No Transfer shall have relieve Subtenant of any liability under this Sublease notwithstanding Tenant's consent to such Transfer. Consent to any Transfer shall not operate as a waiver of the rightnecessity for Tenant's consent to any subsequent Transfer. In connection with each request for consent to a Transfer, without Landlord’s Subtenant shall pay the reasonable cost of processing same, including attorneys' fees and any cost charged by Landlord for granting its consent and under the Master Lease, upon prior written notice to Landlord (specifically describing demand of Tenant’s relationship with such subsidiary. If Subtenant is a partnership, affiliate, related limited liability company, corporation, or successor)other entity, to assign any transfer of this Lease Sublease by merger, consolidation, redemption or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premisesliquidation, or any portion thereofchange in the ownership of, or assign this Leasepower to vote, Tenant which singularly or collectively represents a majority of the beneficial interest in Subtenant, shall give written notice thereof to Landlord within constitute a reasonable time prior Transfer. As a condition to the proposed commencement date Landlord's and Tenant's approval, if given, any potential assignee or sublessee otherwise approved shall assume all obligations of such subletting or assignmentSubtenant under this Sublease and shall be jointly and severally liable with Subtenant and any guarantor, which notice shall set forth the name of the proposed subtenant or assigneeif required, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with other charges due hereunder and performance of all of its other obligations under the terms, provisions and covenants terms of this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect directly from such assignee or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s obligations hereunderSublease. In the event the Rent, including, without limitation, Base Rent and any Additional Rent, together connection with any Transfer, Subtenant shall provide Landlord and Tenant with copies of all other costsassignments, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased Premises, then the amount of such excess shall be paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by or on behalf of Tenantsubleases and assumption agreements and documents.
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Assignment and Subletting. A. Tenant shall not have the right to not, except as hereinafter provided, (i) assign, mortgage, pledge, hypothecate, encumber or pledge in any manner transfer this Lease or to sublet the whole any estate or interest therein, or (ii) permit any assignment of this Lease or any part of the Leased Premises, whether voluntarily estate or interest therein by operation of law, or (iii) sublease the Premises or any part thereof; or (iv) grant any license, concession, or other right of occupancy of any portion of the Premises, or (v) permit the use or occupancy of the Leased Premises by anyone any party other than Tenant or for any use other than Tenant, its agents and employees (each of the use events described in Paragraph 1 hereofclauses (i) through (v) being referred to herein as a “Transfer”). Notwithstanding the foregoing, Landlord agrees not to unreasonably withhold, delay, deny or condition consent to any assignment of this Lease or subletting of all or a portion of the Premises, provided (a) Tenant is not then in default under this Lease beyond any applicable cure period, (b) Landlord, in its sole discretion reasonably exercised, determines that the reputation, business, proposed use of the Premises and financial responsibility of the proposed assignee or sublessee, are satisfactory to Landlord, (c) the proposed assignee or sublessee shall expressly assume all the obligations of this Lease on Tenant’s part to be performed, (d) such consent, if given, shall not release Tenant of any of its obligations under this Lease, including without limitation, its obligation to pay rent, (e) Tenant agrees specifically to pay over to Landlord, as Additional Rent, fifty percent (50%) of all sums provided to be paid under the terms and conditions of such assignment or sublease which are in excess of the amounts otherwise required to be paid pursuant to this Lease less the then net unamortized or undepreciated cost of any of Tenant’s fixtures, leasehold improvements, equipment, furniture, furnishings or other personal property determined on the basis of Tenant’s federal income tax returns, as well as all net costs incurred by Tenant in connection with such transaction, including without limitation, broker’s commissions, and (f) Tenant shall indemnify and hold Landlord harmless from any claims for brokerage commissions due in connection with such assignment or subletting. Consent by Landlord to one or more Transfers shall not operate as a waiver of Landlord’s right to approve all subsequent Transfers. Any Transfer without Landlord’s prior written consent shall be void and shall, at the option of Landlord, constitute a Default under this Lease. Neither this Lease nor any interest therein shall be assignable as to the interest of Tenant by operation of law without consent of Landlord, which consent shall not may be unreasonably arbitrarily withheld, conditioned or delayed, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Tenant shall have the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event that Tenant desires shall request Landlord to sublet the Leased Premises, or consent to any portion thereof, or assign this LeaseTransfer, Tenant shall give written notice thereof to reimburse Landlord within a on demand for all of Landlord’s costs and expenses in connection therewith, including, without limitation, reasonable time prior to attorneys’ fees incurred by Landlord in the proposed commencement date amount of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee$2,000.00. Notwithstanding any permitted assignment or sublettingTransfer consented to by Landlord, Tenant (and every guarantor of Tenant’s obligation under this Lease) shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent rent herein specified and for compliance with all of its Tenant’s other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect directly from such assignee or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s obligations hereunder. In the event the Rent, including, without limitation, Base Rent Lease and any Additional Rent, together with any amendments hereto and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion extensions of the Leased Premises, then the amount of such excess shall be paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by or on behalf of Tenantterm hereof.
Appears in 1 contract
Samples: Lease (Celldex Therapeutics, Inc.)
Assignment and Subletting. A. Tenant The Lessee shall not, without the Lessor's prior written consent, which consent shall not have be unreasonably withheld as long as the right assignment or sublease is to an entity of similar financial strength, (a) assign, convey, mortgage, pledge, encumber or pledge otherwise transfer (whether voluntarily or otherwise) this Lease or to sublet the whole or any part of the Leased Premises, whether voluntarily or interest under it; (b) allow any transfer by operation of law, ; (c) sublet the Premises or any part thereof; or (d) permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereof, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Tenant shall have the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then by anyone other than the Lessee. If this Lease is assigned or subletif the Premises or any part thereof be sublet or occupied by anybody other than the Lessee, Landlordwith the consent of Lessor as stated above, in addition to any other remedies herein provided or provided by law, Lessor may, at its optionafter default by Lessee, collect directly rent from such assignee the assignee, subtenant or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease occupant, and apply such rent or other payments against any sums due the net amount collected to Landlord from Tenant hereunderthe Base Rent herein reserved, and but no such assignment, subletting, occupancy or collection shall be construed to constitute deemed a novation waiver of any of Lessee's covenants contained in this Lease or the acceptance of such assignee, subtenant or occupant as Lessee, or a release of Tenant Lessee from the further performance by Lessee of Tenant’s obligations hereundercovenants on the part of Lessee herein contained. In the event a sublease or assignment is made with the RentLessor's prior written consent, includingas herein provided, without limitationLessee shall pay Lessor a charge of $350.00 as reimbursement for necessary legal and accounting services required by Lessor to accomplish such assignment or subletting. Said amount shall be deemed to be additional rent under the terms of this Lease. Notwithstanding any other provision hereof to the contrary, Base Rent and Lessee may assign its rights under this Lease or sublease all or any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion part of the Leased PremisesPremises to a parent, then subsidiary or affiliate without the amount consent of Lessor and without paying any assignment fee, provided Lessee shall not be relieved from liability hereunder as a result of such excess assignment or sublease, and Lessee shall be paid not thereafter dissolve or sell substantially all of its assets without establishing reasonable reserves to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by or on behalf of Tenantmeet its obligations under this Lease.
Appears in 1 contract
Assignment and Subletting. A. 7.1 Tenant understands and agrees that the strict limitation on assignability of this Lease is a material inducement for Landlord to enter into this Lease. Tenant shall not have the right to assign, transfer, mortgage or otherwise encumber or pledge this Lease or all or any of Tenant's rights hereunder or interest herein, or sublet, rent or permit anyone to sublet occupy the whole Premises or any part of the Leased Premises, whether voluntarily or by operation of lawthereof, or permit enter into a management agreement with another person or entity for the use or occupancy management of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereofTenant's business, without obtaining the prior written consent of Landlord, which consent may be withheld or granted in Landlord's sole and absolute discretion except as provided in Section 7.7 hereof. No assignment or transfer of this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. The consent by Landlord to any assignment, subletting or occupancy shall not be unreasonably withheld, conditioned construed as a waiver or delayed, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Tenant shall have the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect directly from such assignee or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from liability for the further performance of Tenant’s obligations hereunder. In any covenant or obligation to be performed by Tenant under this Lease, nor shall the event the Rent, including, without limitation, Base Rent and collection or acceptance of rent from any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, userassignee, subtenant or assignee occupant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord's consent to any assignment, subletting or occupancy shall not be construed as relieving Tenant or any assignee, subtenant or occupant from the obligation of obtaining Landlord's prior written consent to any subsequent assignment, subletting or occupancy. For any period during which Tenant is in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased Premisesdefault hereunder, then the amount of such excess shall be paid Tenant hereby assigns to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by the rent due from any assignee, subtenant or on behalf occupant of TenantTenant and hereby authorizes each such assignee, subtenant or occupant to pay said rent directly to Landlord.
Appears in 1 contract
Samples: Lease Agreement (Careerbuilder Inc)
Assignment and Subletting. A. Tenant shall not have the right to assign, encumber assign or pledge this Lease or to sublet the whole or any part of the Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereofTenant, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Tenant shall have the rightThe foregoing prohibition includes, without Landlord’s consent and upon prior written notice to Landlord (specifically describing limitation, any subletting or assignment which would otherwise occur by merger, consolidation, reorganization, transfer or other change in Tenant’s relationship with such subsidiarycorporate, affiliatepartnership or proprietary structure, related company, or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior subject to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assigneeSubsection 11(e) below. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an “event Event of default” (as hereinafter defined)Default, if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect directly from such any assignee or subtenant all rents or other payments amounts due and becoming due to Tenant under such assignment or sublease and apply such rent or other payments amounts against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s obligations hereunder. In the event the Rent, Landlord’s acceptance of any Rent following any assignment or other transfer prohibited by this Paragraph 11 shall not be deemed to be a consent by Landlord to such assignment or other transfer (including, without limitation, Base a prohibited sublease) nor shall the same be deemed a waiver of any right or remedy of Landlord hereunder for breach of this Paragraph 11. If Landlord grants its consent to any sublease or assignment, Tenant shall pay Landlord, as Additional Rent and any Additional Rent, together with any and all other costs, fees, expenses or other (a) fifty percent (50%) of amounts paid payable by any such occupant, user, the subtenant or assignee to Tenant which are in any month exceeds excess of the Base Rent Operating Costs and Additional Rent payable on by Tenant to Landlord under this Lease; and (b) Landlord’s attorneys’ fees incurred with respect to such assignment or sublease. In addition, if Tenant has any options to extend or renew the Term, such options shall not be available to any subtenant or assignee, directly or indirectly. If Tenant assigns this Lease or sublets all or a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased PremisesPremises without first obtaining Landlord’s consent, then the amount of such excess as required by this Paragraph 11(a), said assignment or sublease shall be paid null and void and of no force or effect. Landlord’s consent to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by an assignment sublease or on behalf other transfer of Tenantany interest of Tenant in this Lease or in the Premises shall not be deemed to be a consent to any subsequent assignment, transfer, use or occupation.
Appears in 1 contract
Samples: Lease Agreement (Ideal Power Inc.)
Assignment and Subletting. A. (a) Tenant shall not have the right to assign, encumber or pledge this Lease or to sublet the whole or any part of the Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereofnot, without the prior written consent of Landlord, Landlord (which consent shall not be unreasonably withheld, conditioned withheld or delayed), (1) assign or in any manner transfer this Lease or any estate or interest therein, (2) permit any assignment of this Lease or any estate or interest therein by operation of law, (3) sublet the Premises or any part thereof, (4) grant any license, concession or other right of occupancy of any portion of the Premises or (5) permit the use of the Premises by any parties other than Tenant and Tenant Parties (any of events listed in Section 14.(a)(1) through 14.(a)(5) being a "Transfer"); and any such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Tenant shall have the right, acts without Landlord’s consent and upon prior written notice consent shall be void and of no effect. Consent by Landlord to Landlord (specifically describing Tenantone or more assignments or sublettings shall not operate as a waiver of Landlord’s relationship with such subsidiary, affiliate, related company, or successor), rights as to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease subsequent assignments and copies of financial reports and other relevant financial information of the proposed subtenant or assigneesublettings. Notwithstanding any permitted assignment or sublettingsubletting or any other Transfer, Tenant shall at all times remain directly, primarily and fully responsible and liable (jointly and severally) for the payment of the Rent herein specified and for compliance with all of its Tenant’s other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an “event of a default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, Landlord may, at its option, collect directly from such any assignee or subtenant sublessee all rents or other payments due and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against any sums Rent due to Landlord from by Tenant hereunder, . Tenant hereby authorizes and no directs any such assignee or sublessee to make such payments of rent directly to Landlord upon receipt of notice to do so from Landlord. No direct collection by Landlord from any such assignee or sublessee shall be construed to constitute a novation or a release of Tenant from the obligation to pay the Rent or from further performance of Tenant’s its obligations hereunder. In Receipt by Landlord of rent from any assignee or sublessee of the event the Rent, including, without limitation, Base Rent Premises shall not be deemed a waiver of prohibition against assignment and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid subletting contained in this Lease. The receipt by Landlord of rent from any such occupantassignee or sublessee shall be a full and complete release, userdischarge, subtenant and acquittance to such assignee or assignee in sublessee to the extent of any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased Premises, then the amount of such excess shall be rent so paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by Landlord. Tenant shall not mortgage, pledge or on behalf of Tenantotherwise encumber its interest in this Lease or in the Premises.
Appears in 1 contract
Samples: Lease Agreement (Cellteck Inc.)
Assignment and Subletting. A. Tenant shall not have the right to assign, pledge, mortgage or otherwise transfer or encumber or pledge this Lease or to any interest therein or sublet any part or all of the whole or Premises and shall not permit any use of any part of the Leased PremisesPremises by any other party, whether voluntarily or any transfer of its interest in the Premises by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereof, law without the prior written consent of Landlord, Landlord which consent shall not be unreasonably withheld, conditioned or delayed, and such restrictions . It shall be binding upon any assignee or subtenant reasonable for Landlord to which Landlord has consentedwithhold its consent if, among other things, such assignment and subletting would result in a change in use of the Premises. Tenant shall have the right, without Without waiving Landlord’s consent and upon prior written notice right hereunder to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign declare a default in the event of an assignment of this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or subletoccupancy of the Premises by anyone other than Tenant, LandlordLandlord may collect from the assignee, in addition to sublessee or occupant, any rent and other remedies charges herein provided or provided by lawrequired, may, at its option, collect directly from such assignee or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from Tenant hereunder, and no but such collection by Landlord shall not be construed to constitute a novation deemed an acceptance of the assignee, sublessee or occupancy, nor a release of Tenant from the further performance by Tenant of this Lease. Further, Tenant at all times and under all circumstances shall remain liable to Landlord for the payment of Rent due and to become due and the performance of Tenant’s all other obligations hereunderof Tenant hereunder for the term hereof. In the event the Rentthat Landlord shall approve any assignment, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses subletting or other amounts paid by any such occupant, user, subtenant or assignee transfer of Tenant’s interest in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased Premisesthis Lease, then Tenant shall reimburse Landlord for Landlord’s legal fees and expenses incurred in connection with such approval and the amount drafting and preparation of such appropriate documentation effectuating the assignment, subletting or other transfer in question. Any rent, occupancy costs or compensation received from subtenant that is in excess of amounts due to Landlord, shall be paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by or on behalf of Tenantsame.
Appears in 1 contract
Assignment and Subletting. A. Tenant Without the express prior written consent of Landlord, not to be unreasonably withheld, conditioned, or delayed, neither Tenant, nor Tenant’s legal representatives or successors in interest by operation of Laws or otherwise, shall not have the right to assign, encumber directly or pledge indirectly assign this Lease or to any interest therein, or sublet the whole all or any part portion of the Leased Premises, whether voluntarily or by operation of law, use or permit the use Premises or occupancy of the Leased Premises any portion thereof to be used, occupied or managed by anyone any party or parties other than Tenant Tenant. Consent to any assignment or for any use other than the use described in Paragraph 1 hereofsublease shall not vitiate or waive this provision, without and all later assignments and subleases shall likewise be made only upon the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. In the event that Tenant shall have the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), desire to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, Premises or any portion thereof, then Tenant shall: (i) promptly notify Landlord in writing of such desire, identifying of such assignee or assign this Leasesubtenant, Tenant shall give written notice thereof and furnishing Landlord with commercially reasonable financial and business information about such proposed assignee or subtenant, (ii) simultaneously pay to Landlord within a reasonable time prior non-refundable processing fee in the amount of Five Hundred and No/100 ($500.00) Dollars. Upon receipt of a request to the proposed commencement date of such subletting assign or assignment, which notice shall sublet as set forth in the name of the proposed subtenant immediately preceding sentence, Landlord shall be entitled, at Landlord’s sole reasonable option, to approve or assigneedisapprove such assignment or sublease. Any assignment or sublease which is not consented to by Landlord shall be void ab initio. Tenant shall, the relevant terms of upon any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant furnish Landlord with a true and complete copy of all assignment or sublease documents, and shall advise Landlord of all rental amounts pursuant to such assignment or sublease. Subtenants or assignees shall not prepay any rental to any party other than Landlord more than one (1) month in advance, and shall become, at all times remain directlyLandlord’s option, primarily and fully responsible and liable for directly to Landlord if Landlord so elects. In the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of event that this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then Lease is assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, Landlord may, and is hereby empowered, at its Landlord’s option, to collect rent directly from the assignee or subtenant; in the event that Landlord does so collect rent from such assignee or subtenant all rents or other payments due and becoming due subtenant, Landlord shall apply the net amount received by Landlord to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from Tenant hereunderthe Aggregate Rent payable by Tenant, and no such collection receipt of such rent shall be construed deemed to constitute be: (x) a novation waiver of the covenant herein against assignment and subletting, (y) an acceptance of the assignee or subtenant as Landlord’s tenant, or (z) a release of Tenant from the obligations of Tenant under this Lease. Notwithstanding anything contained in this Lease to the contrary, no subtenant or assignee (unless such subtenant or assignee assumed the Lease pursuant to a Permitted Transfer) may exercise, and Tenant shall have no right to exercise, for the benefit of any such assignee or subtenant, any expansion option, right of first refusal option, renewal or extension option, or similar option or rights under this Lease. No subtenant or assignee shall be entitled to further performance assign any interest under this Lease, or sublet all or any portion of Tenant’s obligations hereunderthe Premises without the express prior written consent of Landlord, not to be unreasonably withheld, conditioned, or delayed. In the event that this Lease shall be assigned or the RentPremises sublet by Tenant at a rental rate, including, without limitation, Base Rent and any Additional Rent, together with any minimum rent and all other costssums payable thereunder, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month that exceeds the Minimum Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased Premises, then the amount of such excess shall to be paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by or on behalf Tenant hereunder, and net of all of Tenant’s costs and expenses associated with said sublease or assignment, then and in such event one-half (1/2) of all such excess over the Minimum Rent shall be immediately paid to Landlord by Tenant upon receipt by Tenant as additional rent due from Tenant to Landlord. Notwithstanding the foregoing, no Landlord consent shall be required for an assignment of this Lease or a sublet of all or any portion of the Premises to any subsidiary, affiliate or related company, or to any successor company as a result of a merger, consolidation, sale of stock or assets, or other similar business reorganization (each, a “Permitted Transfer”), provided each such Permitted Transfer shall be subject to the following express conditions: (i) no such assignment shall be deemed to release Tenant from continuing liability throughout the Lease Term; (ii) Tenant’s assignee must expressly assume in a written instrument delivered to and reasonably acceptable by Landlord all of the obligations of Tenant under this Lease; and (iii) Tenant must provide notice and a representation that the above conditions are met to Landlord within thirty (30) days of such assignment, sale, or transfer. Landlord shall furnish the appropriate documentation in connection with any such assignment. Tenant shall in all events, including, without limitation, a Permitted Transfer, remain fully liable to Landlord for all obligations of Tenant under this Lease, regardless of any assignment or subletting or any consent by Landlord thereto, or any expansion, renewal, extension, modification or change of, to or affecting the Lease or the Lease Term.
Appears in 1 contract
Samples: Industrial Lease Agreement (Premier Exhibitions, Inc.)
Assignment and Subletting. A. Tenant shall not have the right to assign, encumber or pledge this Lease or to sublet the whole or any part of the Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereof, without Without the prior written consent of Landlord, which may be withheld or conditioned at its sole discretion, this Master Lease shall not, nor shall any interest of Tenant herein, be assigned or encumbered by operation of law, nor shall Tenant voluntarily or involuntarily assign, mortgage, encumber or hypothecate any interest in this Master Lease or sublet any portion of the Premises (except if the Business at any Facility is an assisted living facility, in the ordinary course of Tenant’s business to occupants of such Facility or their immediate family members using Tenant’s standard form occupancy lease, and except for subleases to occupational and physical therapy providers and for hospice purposes in each case for not more than ten thousand (10,000) square feet in the aggregate per Facility). Any of the foregoing acts without such consent shall be void and shall, at Landlord’s sole option, constitute an Event of Default giving rise to Landlord’s right, among other things, to terminate this Master Lease. An assignment of this Master Lease by Tenant shall be deemed to include: (a) entering into a management or similar agreement relating to the operation or control of any portion of the Premises with a Person that is not an Affiliate of Tenant; (b) any change (voluntary or involuntary, by operation of law or otherwise, including the transfer, assignment, sale, hypothecation or other disposition of any equity interest in Tenant) in the Person that ultimately exert effective Control over the management of the affairs of Tenant as of the date hereof; provided that an initial public offering of Tenant shall not be unreasonably withheld, conditioned deemed to be an assignment of the Master Lease so long as thereafter less than twenty-five percent (25%) of the voting stock of Tenant is held by any Person or delayedrelated group that did not have such ownership before the initial public offering; and further provided that Landlord acknowledges that it is likely that there will be a change in the Persons that ultimately exert effective Control over the management of the affairs of Tenant prior to the end of the Term by way of the retirement or replacement of the individuals comprising Senior Management, and Landlord will cooperate in good faith and not unreasonable withhold its consent to any such restrictions shall be binding upon change; or (c) the sale or other transfer of all or any assignee portion of any certificate of need, bed rights or subtenant other similar certificate or license relating to which Landlord has consentedany portion of the Business or any portion of the Premises. Notwithstanding the foregoing, Tenant shall have the rightmay, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiaryconsent, affiliate, related company, or successor), to assign this Master Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, Premises or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date an Affiliate of such subletting Tenant or assignment, which notice shall set forth the name any Guarantor if all of the proposed subtenant or assignee, following are first satisfied: (w) such Affiliate fully assumes Tenant’s obligations hereunder; (x) Tenant remains fully liable hereunder and any Guarantor remains fully liable under its guaranty; (y) the relevant terms of any sublease and copies of financial reports and other relevant financial information use of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment applicable portion of the Rent herein specified Premises remains unchanged; and (z) Landlord in its reasonable discretion shall have approved the form and content of all documents for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect directly from such assignee or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s obligations hereunderreceived an executed counterpart thereof. In the no event the Rent, including, without limitation, Base Rent and shall Tenant sublet any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased Premises, then Premises on any basis such that the amount of such excess shall rental to be paid by the sublessee would be based, in whole or in part, on either the income or profits derived by the business activities of the sublessee, or any other formula, such that any portion of the sublease rental received by Landlord would fail to Landlord qualify as Additional Rent hereunder “rents from real property” within five (5the meaning of Section 856(d) business days after receipt thereof by of the U.S. Internal Revenue Code, or on behalf of Tenantany similar or successor provision thereto.
Appears in 1 contract
Samples: Nationwide Health Properties Inc
Assignment and Subletting. A. Tenant shall not have the right to assign, encumber or pledge this Lease or to sublet the whole or any part of the Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereofnot, without the prior written consent of Landlord, which consent shall will not be unreasonably withheld, conditioned or delayed, and such restrictions shall be binding upon (i) assign or in any assignee or subtenant to which Landlord has consented. Tenant shall have the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign manner transfer this Lease or any estate or interest therein, or (ii) permit any assignment of this Lease or any estate or interest therein by operation of law, or (iii) sublease the Leased Premises or any part thereof, or (iv) grant any license, concession, or other right of occupancy of any portion of the Premises, or (v) permit the use of the Premises by any parties other than Tenant, its agents and employees (any of the events listed in subparts (i) through (v) in this sentence being referred to herein as a subsidiary, affiliate, related company or successor of Tenant (“Permitted TransfereeTransfer”). In For purposes hereof, the event merger or consolidation of Tenant desires to sublet the Leased Premiseswith or into any other corporation or other entity, a sale or other transfer of fifty percent (50%) or more of Tenant’s capital stock or other analogous ownership interest, or any portion thereof, a sale or assign other transfer of fifty percent (50%) or more of Tenant’s assets shall be deemed an assignment of this Lease; provided, Tenant shall give written notice thereof to Landlord within a reasonable time prior however, this sentence (i) is subject to the proposed commencement date provisions of Paragraph 13.G below, and (ii) shall not apply to any transfer of voting stock which, as a result of such subletting Transfer, will cause such voting stock to become traded on a nationally recognized securities exchange. Consent by Landlord to one or assignment, which notice more assignments or sublettings shall set forth the name not operate as a waiver of the proposed subtenant or assignee, the relevant terms of Landlord’s rights as to any sublease subsequent assignments and copies of financial reports and other relevant financial information of the proposed subtenant or assigneesublettings. Notwithstanding any permitted assignment or subletting, Tenant and any guarantor of Tenant’s obligations under this Lease (whether or not such guarantor has notice of such assignment or subletting) shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent rent herein specified and for compliance with all of its Tenant’s other obligations under the terms, provisions and covenants of this Lease. Upon If any Event of Default should occur while the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may, may at its option, option collect directly from such assignee or subtenant sublessee all rents or other payments due and becoming due to Tenant under such assignment or sublease sublease, and apply such rent or (other payments than Transfer Profits [as defined below] which shall be retained by Landlord) against any sums due to Landlord from by Tenant hereunder, and no Tenant hereby authorizes and directs any such assignee or sublessee to make such payments of rent direct to Landlord upon receipt of notice from Landlord. No direct collection by Landlord from any such assignee or sublessee shall be construed to constitute a novation or a release of Tenant or any guarantor of Tenant’s obligations hereunder from the further performance of Tenant’s its obligations hereunderhereunder or under any guaranty. In Receipt by Landlord of rent from any assignee, sublessee or occupant of the event Premises shall not be deemed a waiver of the Rent, including, without limitation, Base Rent covenant contained in this Lease against assignment and subletting or a release of Tenant from any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid obligation under this Lease. The receipt by Landlord to any such occupantassignee or sublessee obligated to make payments of rent shall be a full and complete release, userdischarge, subtenant and acquittance to such assignee or assignee in sublessee to the extent of any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased Premises, then the amount of such excess shall be rent so paid to Landlord. Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by or is authorized and empowered, on behalf of Tenant, to endorse the name of Tenant upon any check, draft, or other instrument payable to Tenant evidencing payment of rent, or any part thereof, and to receive and apply the proceeds therefrom in accordance with the terms hereof. Tenant shall not mortgage, pledge, or otherwise encumber its interest in this Lease or in the Premises. Any attempted assignment or sublease by Tenant in violation of the terms and covenants of this Paragraph 13 shall be void and constitute an Event of Default.
Appears in 1 contract
Samples: Lease Agreement (Aquilex Corp)
Assignment and Subletting. A. Tenant shall not have the right to assign, encumber transfer, mortgage or pledge this Lease or grant a security interest in Xxxxxx's rights hereunder or sublease (which term shall be deemed to sublet include the granting of concessions and licenses and the like) all or any Part of the Premises or suffer or permit this Lease or the leasehold estate hereby created or any other rights arising under this Lease to be assigned, transferred or encumbered, in whole or any part of the Leased Premisesin part, whether voluntarily voluntarily, involuntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant Tenant. Any attempted assignment, transfer, mortgage, pledge, grant of security interest, sublease or for any use other than the use described in Paragraph 1 hereofencumbrance, without the except with prior written consent of approval thereof from Landlord, which consent shall be void. No assignment, transfer, mortgage, grant of security interest, sublease or other encumbrance, whether or not be unreasonably withheld, conditioned or delayedapproved, and such restrictions shall be binding upon no indulgence granted by Landlord to any assignee or subtenant sublessee, shall in any way impair the continuing primary liability (which after an assignment shall be joint and several with the assignee) of Tenant hereunder, and no approval in a particular instance shall be deemed to which Landlord has consentedbe a waiver of the obligation to obtain Landlord's approval in any other case. If for any assignment or sublease, Tenant shall receive rent or other consideration, either initially or over the term of the assignment or sublease, in excess of the rent called for hereunder (or in the case of the sublease of part, in excess of such rent allocable to the part) after appropriate adjustments to assure that all other payments called for hereunder are taken into account, Tenant shall pay to Landlord, as Additional Rent, fifty percent (50%) of such excess of such payment of rent or other consideration received by Tenant, promptly after its receipt. Notwithstanding anything in this Lease to the contrary, Tenant shall have the rightright at any time, without the consent of Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign this Lease where the assignee is a parent or sublease wholly-owned subsidiary of Tenant, or a wholly-owned subsidiary of the Leased parent of Tenant, or any entity resulting from a merger or consolidation with Tenant or any person or entity who or which owns or controls a beneficial interest in the stock of Tenant or is owned or controlled by one or more persons or entities who or which own or control such an interest, provided that (i) prior to its effective date, Tenant shall furnish to Landlord an assumption agreement executed by the Assignee in which such Assignee agrees to assume and perform the terms, covenants and conditions of this Lease that are the obligations of Tenant and (ii) such Assignee shall only use the Premises for the Permitted Uses in Section 1.1 hereunder and for no other uses. In addition, without limiting in any way the generality of the foregoing, nothing contained in this Lease is intended to a subsidiary, affiliate, related company affect in any way the right of Tenant or successor any stockholder of Tenant (“Permitted Transferee”). In without the event Tenant desires consent of Landlord) to sublet engage in the Leased Premisespublic offering of any amount of Tenant's stock, or any portion thereofa private offering, sale or transfer or encumbrance of less than the controlling interest in said stock, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date transfer by reason of such subletting or assignment, which notice shall set forth the name death of the proposed subtenant or assignee, the relevant terms incompetence of any sublease and copies amount of financial reports and other relevant financial information said stock, or sale or transfer from one of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition Tenant's current stockholders to any other remedies herein provided person or provided by law, may, at its option, collect directly from such assignee entity who or subtenant all rents which owns or other payments due and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute controls a novation or a release beneficial interest in the stock of Tenant from the further performance or is owned or controlled by one or more persons or entites who or which own or control such an interest of Tenant’s obligations hereunder. In the event the Rent, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased Premises, then the amount of such excess shall be paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by or on behalf of Tenantsaid stock.
Appears in 1 contract
Samples: Lease Section (Foilmark Inc)
Assignment and Subletting. A. Tenant shall not have the right to assignsublet, assign or otherwise transfer or encumber or pledge this Lease or to sublet the whole Lease, or any part of the Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereofinterest therein, without the prior written consent of Landlord, which consent shall will not be unreasonably withheld, conditioned or delayed, withheld so long as (i) the creditworthiness and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Tenant shall have the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name financial condition of the proposed subtenant assignee or assigneesublessee is satisfactory to Landlord, in Landlord's reasonable discretion, and (ii) the proposed use of the Premises by such proposed assignee or sublessee would not, in Landlord's reasonable opinion, be detrimental to the Building, the relevant terms of any sublease and copies of financial reports and Project or the other relevant financial information tenants therein. Any attempted assignment, subletting, transfer or encumbrance by Tenant in violation of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions terms and covenants of this paragraph shall be void. Any assignee, sublessee or transferee of Tenant's interest in this Lease (all such assignees, sublessees and transferees being hereinafter referred to as "TRANSFEREES"), by assuming Tenant's obligations hereunder, shall assume liability to Landlord for all amounts paid to persons other than Landlord by such Transferees to which Landlord is entitled or is otherwise in contravention of this Paragraph 15. No assignment, subletting or other transfer, whether or not consented to by Landlord or permitted hereunder, shall relieve Tenant of its liability under this Lease. Upon If an Event of Default occurs while the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, then Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, may collect directly from such assignee or subtenant Transferee all rents or other payments due and becoming due payable to the Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from Tenant hereunder, and no . No such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s 's obligations and liabilities hereunder. In the event the Rent, including, without limitation, Base Rent If Landlord consents to any subletting or assignment by Tenant as hereinabove provided and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid category of rent subsequently received by Tenant under any such occupant, user, subtenant or assignee sublease is in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion excess of the Leased Premises, then the amount of such excess shall be paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by or on behalf of Tenant.same Initial NSS [ILLEGIBLE] Date 6/25/98 6/26/98
Appears in 1 contract
Assignment and Subletting. A. Tenant 20.01 Landlord shall not have the right to transfer and assign, encumber in whole or pledge in part its rights and obligations in the Buildings and property that are the subject of this Lease. Tenant shall not assign this Lease or to sublet the whole all or any part of the Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereof, without the prior written consent of the Landlord; provided that, which Landlord’s consent to the subletting of any or all of the Leased Premises shall not be unreasonably withheld, conditioned withheld or delayed, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Tenant shall have the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall nevertheless at all times times, remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified rent and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence If all or any part of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided by this Lease or provided by law, may, may at its option, collect directly from such the assignee or subtenant all rents or other payments due and becoming due to Tenant under such by reason of the assignment or sublease; provided that, the foregoing provision shall apply to a sublease and apply only if Tenant is at such rent or other payments against time in default under this Lease beyond any sums due applicable notice and/or right to cure period provided for under this Lease. Any collection directly by Landlord from Tenant hereunder, and no such collection the assignee or subtenant shall not be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s its obligations hereunderunder this Lease. In the event that Tenant sublets the RentLeased Premises or any part thereof, includingor assigns this Lease and at any time receives rent and/or other consideration which exceeds that which Tenant would at that time be obligated to pay to Landlord, Tenant shall pay to Landlord fifty percent (50%) of the gross excess in such rent as such rent is received by Tenant and fifty percent (50%) of any other consideration received by Tenant from such subtenant in connection with such sublease or, in the case of any assignment of this Lease by Tenant, Landlord shall receive fifty percent (50%) of any consideration paid to Tenant by such assignee in connection with such assignment. In addition, should Landlord agree to an assignment or sublease agreement, Tenant will pay to Landlord on demand a sum not to exceed $1,000.00 to partially reimburse Landlord for its costs, including reasonable attorneys’ fees, incurred in connection with processing such assignment or subletting request. Notwithstanding any contrary provisions contained in this Lease, Tenant may, upon at least ten (10) days prior written notice to Landlord, but without obtaining Landlord’s prior consent, without limitationconstituting a default under the Lease, Base Rent and without triggering any Additional Rentrecapture or termination rights in favor of Landlord, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds assign the Rent payable on a per rentable square foot basis hereunder for such assigned Lease or sublet all or any portion of the Leased PremisesPremises to (a) any entity formed by Tenant, then provided Tenant owns or beneficially controls a majority of the amount outstanding ownership interest in such entity, (b) any parent or subsidiary entity of Tenant, (c) any person or entity that acquires all or substantially all of Tenant’s assets, provided that such acquiring entity has a net worth on the date of such excess acquisition equal to or grater than the net worth of Tenant as of the date of this Lease, or (d) any entity with which Tenant merges, regardless of whether Tenant is the surviving entity, provided that such surviving entity has a net worth on the date of such merger equal to or greater than the net worth of Tenant as of the date of this Lease. In addition, an assignment or sublet shall not include, and Landlord’s consent shall not be paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by required with respect to, any sale or on behalf other transfer of any shares of Tenant’s capital stock, including, but not limited to, (i) any initial or subsequent public offering by Tenant, or (ii) if Tenant is a public company, the sale or transfer of Tenant’s stock to take Tenant private. In the event of any such proposed assignment of the Lease or subletting of the Leased Premises not requiring Landlord’s consent hereunder, Tenant’s notice of such proposed assignment or subletting as required hereinabove shall clearly identify the nature of the transaction and the identity of the proposed assignee or subtenant; and Tenant shall further provide Landlord with such additional information regarding such proposed transaction as Landlord shall thereafter reasonably request or require. Landlord shall, in this regard, have the right to reject any such proposed assignment or subletting which is to an assignee or subtenant whose business, in Landlord’s reasonable judgment, is not in reasonable conformity with the nature and types of the businesses of the tenants occupying the Project as of the date of this Lease.
Appears in 1 contract
Samples: Lease Agreement (Ceradyne Inc)
Assignment and Subletting. A. Tenant shall not have the right Not to assign, encumber transfer, mortgage or pledge this Lease or to sublet grant a security interest in Tenant's rights hereunder, or to sublease (which term shall be deemed to include the whole granting of concessions and licenses and the like) or permit anyone other than Tenant to occupy all or any part of the Leased PremisesPremises or suffer or permit this Lease or the leasehold interest hereby created or any other rights arising under this Lease to be assigned, transferred or encumbered, in whole or in part, whether voluntarily voluntarily, involuntarily or by operation of law, or permit unless, in each instance (i) the use prior written consent of Landlord thereto shall have been obtained, (ii) any defaults then existing with respect to the obligations of Tenant under this Lease shall have been cured, and (iii) in the case of a proposed assignment, sublease or occupancy by another, the proposed assignee, sublessee, or occupant is qualified to do business in the state in which the Premises are located and such assignee, sublessee, or occupant executes and delivers to Landlord an agreement reasonably satisfactory to Landlord by which such assignee, sublessee or occupant shall be bound by and shall assume all the obligations of this Lease applicable thereto relating to the portion or all of the Leased Premises acquired by anyone such assignee, sublessee or occupant. Landlord's consent pursuant to subsection (i) above shall not be unreasonably withheld or delayed, provided that subsections (ii) and (iii) above have been complied with and the creditworthiness of the proposed assignee, shall be equal to or greater than that of tenant as of the date hereof or the date of the proposed assignment, whichever is greater, and the proposed use of the premises shall be for the Permitted Use. Balance sheets and profit and loss statements, certified by a certified public accountant, shall be furnished by Tenant to Landlord with Xxxxxx's request for consent (provided that in the case of a subtenant this requirement shall be waived if they are not available). Notwithstanding the foregoing, Tenant may assign this Lease or sublet any portion or all of the Premises to any corporation, partnership, trust, association or other than business or organization (x) directly or indirectly controlling and beneficially owning Tenant, (y) directly or indirectly controlled by and beneficially owned by Tenant, or (z) to any successor of Tenant by merger, consolidation or for any use other than acquisition of substantially all of the use described in Paragraph 1 hereofassets of Tenant, without the prior written consent of LandlordLandlord as required in (i) above, which consent provided that (a) Tenant shall not be unreasonably withhelddeliver to Landlord advance notice of such proposed assignment or sublease, conditioned (b) in the case of a merger, consolidation or delayedsale, and the net worth of Tenant's successor (determined in accordance with generally accepted accounting principles) immediately after such restrictions merger, consolidation or sale shall be binding upon any assignee or subtenant at least equal to which Landlord has consented. Tenant shall have the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor net worth of Tenant (“Permitted Transferee”)similarly determined) immediately prior to such merger, consolidation or sale. If for any assignment or sublease or occupancy by another, Tenant receives rent or other consideration, either initially or over the term of the assignment, sublease or occupancy, in excess of the rent called for hereunder, or in case of sublease of part of the Premises, in excess of such rent fairly allocable to the part so subleased, after appropriate adjustments to assure that all other payments called for hereunder are appropriately taken into account, Tenant shall pay to Landlord, as Additional Rent, 50% of the excess of each such payment of rent or other consideration received by Tenant promptly after its receipt; provided that Tenant shall first be entitled to recover its out of pocket expenses incurred in connection with such sublease, including brokers' commissions, tenant fit up costs, and reasonable attorneys fees. In the event Tenant desires to sublet of a proposed subletting for more than 50% of the Leased remaining Term of this Lease of more than 50% of the Premises, or any Xxxxxx's request for Landlord's consent shall constitute an offer to Landlord to release from this Lease that portion of the Premises proposed to be sublet, which offer Landlord may accept within 30 days after receipt. If Landlord accepts such offer, this Lease shall be deemed to have been amended by deleting such portion from the Premises and by reducing the Fixed Rent by an amount equal to the product of the Fixed Rent multiplied times a fraction, the numerator of which shall be equal to the net rentable floor area of such portion deleted from the Premises and the denominator of which shall be equal to the net rentable floor area of the Premises including the deleted portion. Thereafter, for all purposes of this Lease the Premises shall mean the balance of the premises demised hereunder following deletion of the affected portion thereof, or assign this Leaseand all Additional Rent payable hereunder shall be adjusted pro-rata, accordingly. Such amendment shall be effective on the proposed effective date of the sublease as specified in Tenant's request for consent. Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of be responsible for all changes in leasehold improvements, including doors and demising walls, required by such subletting or assignmentamendment, which notice changes shall set forth the name of the proposed subtenant or assignee, be constructed in accordance with the relevant terms provisions of any sublease Section 3.2, Section 5.1.5 and copies of financial reports Section 5.2.3, and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily provide reasonable and fully responsible and liable for appropriate access through the payment balance of the Rent herein specified Premises demised hereunder to such deleted portion of the Premises and use of any common facilities lying within the said balance of the Premises. Xxxxxxxx's failure to accept Xxxxxx's offer to release shall not constitute consent to the proposed subletting. In the event of a proposed assignment of this Lease, Xxxxxx's request for compliance with all Xxxxxxxx's consent shall constitute an offer to Landlord to terminate this Lease, which offer Landlord may accept within 30 days after receipt. Xxxxxxxx's failure to accept Xxxxxx's offer to terminate shall not constitute consent to the proposed assignment. For the purposes of its this Section 5.2.1, the transfer in the aggregate in any one year of 50% or more in interest in Tenant (whether stock, partnership interest or other obligations under the terms, provisions and covenants form of ownership or control) by any person or persons having an interest in ownership or control of Tenant shall be deemed an assignment of this Lease. Upon The preceding sentence shall not apply to the occurrence initial Tenant named herein if such initial Tenant is a corporation and the outstanding voting stock thereof is listed on a recognized securities exchange. Any attempted assignment, transfer, mortgage, pledge, grant of an “event security interest, sublease or other encumbrance, except as permitted by this Section 5.2.1, shall be void. No assignment, transfer, mortgage, grant of default” (as hereinafter defined)security interest, if the Leased Premises sublease or any part thereof are then assigned other encumbrance, whether or subletnot approved, Landlord, in addition and no indulgence granted by Landlord to any other remedies herein provided assignee, sublessee or provided by law, may, at its option, collect directly from such occupant shall in any way impair Xxxxxx's continuing primary liability (which after an assignment or subletting shall be joint and several with the assignee or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from sublessee) of Tenant hereunder, and no such collection approval in a particular instance shall be construed deemed to constitute be a novation or a release waiver of Tenant from the further performance of Tenant’s obligations hereunder. In the event the Rent, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee obligation to obtain Xxxxxxxx's approval in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased Premises, then the amount of such excess shall be paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by or on behalf of Tenantother case.
Appears in 1 contract
Samples: Millipore Corp /Ma
Assignment and Subletting. A. Tenant shall not have the right to assign, sublet, transfer or encumber or pledge this Lease or to sublet the whole lease, or any part of the Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereofinterest therein, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Tenant shall have the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or Any attempted assignment, which notice shall set forth the name subletting, transfer or encumbrance by Tenant in violation of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this LeaseParagraph shall be void. All cash or other proceeds of any assignment, such proceeds as exceed the rentals called for hereunder in the case of a subletting and all cash or other proceeds of any other transfer of Tenant's interest in this lease (after deduction therefrom of all of Tenant's costs and expenses incurred in connection with such assignment and subletting) shall be paid to Landlord, whether such assignment, subletting or other transfer is consented to by Landlord or not, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. These covenants shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Tenant's interest in this lease (all such assignees, sublessees and transferees being hereinafter referred to as "successors"), by assuming Tenant's obligations hereunder shall assume liability to Landlord for all amounts paid to persons other than Landlord by such successors in contravention of the Paragraph. No assignment, subletting or other transfer, whether consented to by Landlord or not, shall relieve Tenant of its liability hereunder. Upon the occurrence of an “"event of default” (" as hereinafter defined), if the Leased Premises premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided provided, or provided by law, may, may at its option, option collect directly from such assignee or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s 's obligations hereunder. In Notwithstanding any provision in this Lease to the event contrary, Tenant shall have the Rent, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned right to assign this Lease or sublet all or a portion of the Leased PremisesPremises without Landlord's consent to any corporation or business entity which controls, then the amount of such excess shall be paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof is controlled by or on behalf is under common control with Tenant, or a corporation or other business entity resulting from a merger or consolidation with Tenant, or to any person or entity which acquires substantially all of the assets of Tenant's businesses as a going concern, provided that the assignee or sublessee assumes in full the obligations of the Tenant under this Lease and that the use of the Premises remains unchanged.
Appears in 1 contract
Assignment and Subletting. A. Tenant Sublessee shall not have comply with the right to assign, encumber or pledge this Lease or to sublet the whole or any part express terms and provisions of Section 22 of the Leased PremisesPrime Lease with regard to assignment and subletting and in those instances where applicable, whether voluntarily or by operation of lawshall be subject to the Prime Lessor’s approval as provided in the Prime Lease; provided, or permit however, if Sublessor must first obtain the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereof, without the prior written consent of LandlordPrime Lessor, Sublessor’s consent, which consent shall not be unreasonably withheld, conditioned withheld or delayed. Notwithstanding the foregoing, nothing in this Section shall impose upon Sublessor any obligation to obtain, beyond its reasonable efforts to do so, the consent of Prime Lessor or any other third party. Sublessee shall, at its sole cost and such restrictions shall be binding upon expense, pay all fees and costs as defined in the Prime Lease to Prime Lessor in connection with the subletting of the Sublet Premises to the party who will become the sub-sublessee, as well as any assignee fees and costs relating to any future assignments or subtenant subleases by Sublessee. Notwithstanding anything to which Landlord has consented. Tenant the contrary contained in this Section 15, Sublessee shall have the rightright (i) to sublease or assign all or a portion of the Sublet Premises to any related entity, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related parent company, affiliate or successor)subsidiary of Sublessee (collectively, “Affiliate”) or (ii) to assign this Lease Sublease as part of a consolidation, merger, reorganization or sublease stock transfer or from a purchase of a substantial portion of Sublessee’s assets; provided that such Affiliate has equal or greater financial strength as Sublessee as reasonably determined by Sublessor and further, provided that such subleasing or assignment is in full compliance with the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name provisions of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Prime Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect directly from such assignee or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s obligations hereunder. In the event the Rent, including, without limitation, Base Rent and the prior written consent of Prime Lessor. To the extent that any Additional Rent, together with any and request for an assignment or sublease of all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased PremisesSublet Premises is made by Sublessee and the party who will become the sub-sublessee is not an Affiliate, then Sublessor shall not unreasonably withhold, condition or delay the amount approval of any proposed sublease or assignment, provided that such excess subleasing and assignment rights are in accordance with the provisions of Section 22 of the Prime Lease and this Section 15. In the event of an assignment or a sublease of all or any portion of the Sublet Premises by Sublessee, the original Sublessee shall not be paid to Landlord as Additional Rent released from its obligations hereunder within five (5) business days after receipt thereof or under the Prime Lease and the Guaranty by or on behalf of TenantGuarantor shall remain in full force and effect throughout the Sublease Teem.
Appears in 1 contract
Assignment and Subletting. A. The Tenant shall not have the right to assign, encumber transfer or pledge mortgage this Lease or to any right or interest therein or sublet the whole Leased Premises or any part of the Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereof, thereof without the prior written consent of Landlord, which .** No assignment or subletting made with the consent of Landlord shall relieve Tenant of its obligations hereunder and Tenant shall continue to be liable as a principal (and not as a guarantor or surety) to the same extent as though no assignment or sublease had been made. Consent by Landlord to one assignment or subletting shall not be unreasonably withheld, conditioned construed to be a consent to any additional assignment or delayed, and subletting. Each such restrictions successive act shall require similar consent of Landlord. Landlord shall be binding upon reimbursed by Tenant for any assignee costs or subtenant expenses incurred as a result of Tenant's request for consent to which Landlord has consented. Tenant shall have the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with any such subsidiary, affiliate, related company, assignment or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”)subletting. In the event Tenant desires to sublet subleases the Leased Premises, or any portion thereof, or assign assigns this LeaseLease with the consent of the Landlord, as additional rental hereunder, any rental payment exceeding that stated herein, shall be paid by Tenant shall give written notice thereof to Landlord as additional rental hereunder within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Leaseten (10) days after receipt by Tenant. Upon the occurrence of an “"event of default” (" as hereinafter defined)defined below, if all or any part of the Leased Premises or any part thereof are then assigned or sublet, LandlordLandlord may, in addition to any other remedies herein provided by this Lease or provided by law, may, at its option, collect directly from such the assignee or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Tenant. Any collection directly by Landlord from Tenant hereunderassignee or subtenant shall not be construed, and no such collection shall be construed however, to constitute a novation or a release of Tenant from the further performance of Tenant’s its obligations hereunderunder this Lease. In Notwithstanding the event foregoing, it is expressly agreed that if this Lease is assigned to any person or entity pursuant to the Rentprovisions of the Bankruptcy Code, including11 U.S.C. ss.101 et seq. (the "Bankruptcy Code"), without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses monies or other amounts paid by any considerations payable or otherwise to be delivered in connection with such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased Premises, then the amount of such excess assignment shall be paid or delivered to Landlord, shall be and remain the exclusive property of Landlord and shall not constitute property of Tenant or of the estate of Tenant within the meaning of the Bankruptcy Code. Any and all monies or other considerations constituting Landlord's property under the preceding sentence not paid or delivered to Landlord shall be held in trust for the benefit of Landlord and be promptly paid or delivered to Landlord. Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code shall be deemed without further act or deed to have assumed all of the obligations arising under this Lease on and after the date of such assignment. Any such assignee shall, upon demand, execute and deliver to Landlord an instrument confirming such assumption. ** Landlord's written consent shall not be unreasonably withheld or delayed. If Tenant is a corporation then any transfer of this Lease by merger, consolidation or dissolution or any change in ownership or power to vote a majority of the voting stock in Tenant outstanding at the time of execution of this Lease shall constitute an assignment for the purposes of this Lease; provided, however, any corporate acquisition of all stock of a corporate tenant by any corporation, the stock of which is registered pursuant to the Securities Act of 1933 or the merger of a corporate tenant into such a corporation, the stock of which is so registered, shall not be deemed to be a violation. For purposes of this section, the term "voting stock" shall refer to shares of stock regularly entitled to vote for the election of directors of the corporation involved. If Tenant is a general partnership having one or more corporations as Additional Rent hereunder within partners or if Tenant is a limited partnership having one or more corporations as general partners, the provisions of this section shall apply to each of such corporations, as if such corporations alone had been the Tenant hereunder. If Tenant is a general or limited partnership, joint venture, or other form of association, the transfer of a majority of the ownership interests therein shall constitute an assignment for the purposes of this Lease. See Rider #5, Section five (5) business days after receipt thereof by or on behalf of Tenantfor additional assignment and subletting conditions.
Appears in 1 contract
Samples: Office (Bell Microproducts Inc)
Assignment and Subletting. A. (a) Tenant shall not have the right to assign, encumber or pledge this Lease or to sublet the whole or any part of the Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereofmay not, without the prior written consent of Landlord, which consent shall not may be unreasonably withheldwithheld by Landlord in its sole and absolute discretion, conditioned (1) assign or delayed, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Tenant shall have the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign transfer this Lease or sublease any interest therein; (2) permit any assignment of this Lease or any interest therein by operation of law; (3) sublet the Leased Premises to or any part thereof; (4) grant any license, concession, or other right of occupancy of any portion of the Premises; (5) mortgage, pledge, or otherwise encumber its interest in this Lease; (6) permit the use of the Premises by any parties other than Tenant and its employees; or (7) reorganize as a subsidiarycorporation, affiliate, related limited liability company or successor any other form of Tenant (“Permitted Transferee”)legal entity. In the event Tenant desires Landlord's consent to sublet the Leased Premisesany assignment, subletting, or reorganization is not a waiver of Landlord's right to approve or disapprove any portion thereofsubsequent assignment, subletting, or assign reorganization. Tenant and any guarantor of Tenant's obligations under this LeaseLease ("Guarantor", Tenant whether one or more) shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease remain jointly and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and severally liable for the payment of the Rent herein specified rent and for compliance with performance of all of its other obligations under this Lease after any assignment or subletting. If Tenant is a partnership, Tenant, Guarantor, and the general partners of Tenant prior to its reorganization shall remain jointly and severally liable for the payment of rent and performance of all other obligations under this Lease after any reorganization. Landlord and Tenant hereby agree that the granting of consent by Landlord to any assignment or subletting, or reorganization shall be within the sole and absolute discretion of Landlord and shall, at a minimum, be preconditioned upon the fulfillment of the following requirements of Landlord, as well as any other requirements of Landlord: (i) that no Event of Default has occurred and is continuing at the time of the request for consent to the sublease or assignment, (ii) that the use to be made of the Premises by the assignee or sub-tenant is only as permitted in Section 5 hereof, (iii) that the assignee or sub-tenant shall assume in writing the performance of all of the terms, covenants and conditions of this Lease on the part of the Tenant to be kept and performed, and (iv) that the Tenant shall deliver to the Landlord within fifteen (15) days prior to the assignment or subletting the proposed documents relating to such event, along with the proposed form of an assumption agreement, all such documents to be subject to Landlord's comments which shall be incorporated therein (with Tenant agreeing to deliver to Landlord within 15 days after the assignment or subletting, an executed duplicate thereof, together with a duly executed assumption agreement). Any assignment or subletting shall be subject to and upon all of the terms and provisions and covenants of this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect directly from such assignee or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s obligations hereunder. In the event the Rent, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased Premises, then the amount of such excess shall be paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by or on behalf of Tenant.
Appears in 1 contract
Samples: Lease Agreement (Ultrak Inc)
Assignment and Subletting. A. (a) Provided no Event of Default has occurred and is continuing, Tenant shall not have the right to assign, encumber or pledge this Lease or to may sublet the whole all or any part of the Leased PremisesPremises (provided, whether voluntarily or that each such sublease shall expressly be made subject to the provisions of this Lease, including Paragraph 3) and Tenant may assign all its rights and interests under this Lease without Landlord’s prior consent, except as may be required below in this Paragraph 16. If Tenant assigns all its rights and interests under this Lease, the assignee under such assignment shall expressly assume all the obligations of Tenant hereunder in an instrument, approved by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereof, without the prior written consent of Landlord, Landlord as to form and substance (which consent shall approval will not be unreasonably withheld, conditioned or delayed) and delivered to Landlord at the time of such assignment. No assignment or sublease made as permitted by this Paragraph 16 shall affect or reduce any of the obligations of Tenant hereunder and (except for assignments pursuant to and in accordance with subparagraph 16(b)) the Tenant shall remain unconditionally liable therefor, and all such restrictions obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor or surety, to the same extent as though no assignment or subletting had been made; provided that performance by any such assignee or sublessee of any of the obligations of Tenant under this Lease shall be binding upon deemed to be performance by Tenant. No sublease or assignment made as permitted by this Paragraph 16 shall impose any assignee obligations on Landlord or subtenant otherwise affect any of the rights of Landlord under this Lease. Neither this Lease nor the Term hereby demised shall be mortgaged, pledged or hypothecated by Tenant, nor shall Tenant mortgage or pledge the interest of Tenant in and to which Landlord has consentedany sublease of the Premises or the rentals payable thereunder. Any mortgage, pledge, sublease or assignment made in violation of this Paragraph 16 shall be void. Tenant shall have shall, within ten (10) business days after the right, without Landlord’s consent execution and upon prior written notice to Landlord (specifically describing Tenant’s relationship with delivery of any such subsidiary, affiliate, related company, or successor), to assign this Lease assignment or sublease of all or substantially all of the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, or deliver a conformed copy thereof to Landlord. Within ten (10) business days after the execution and delivery of any sublease of a portion thereof, or assign this Leaseof the Premises, Tenant shall give written notice thereof to Landlord within a reasonable time prior to of the proposed commencement date existence and term thereof, and of such subletting or assignment, which notice shall set forth the name and address of the proposed subtenant sublessee thereunder. In no event shall the term of a sublease of all or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information part of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for Premises extend beyond the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect directly from such assignee or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s obligations hereunder. In the event the Rent, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased Premises, then the amount of such excess shall be paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by or on behalf of TenantExpiration Date.
Appears in 1 contract
Samples: Assumption Agreement (Calamos Asset Management, Inc. /DE/)
Assignment and Subletting. A. Tenant shall not have the right to assign, encumber mortgage, sublet, pledge or pledge transfer this Lease or to sublet the whole any interest therein or in any way part with possession of all or any part of the Leased Premises, whether voluntarily or by operation of law, or permit or license the use or occupancy by any other person without Landlord’s prior written consent, which may be given by Landlord’s Director of the Leased Premises Parks and Recreation. Any assignment, subletting, transferring, occupation or use by anyone any other than Tenant or for any use other than the use described in Paragraph 1 hereof, person without the prior written consent of Landlord shall be void and shall be a material default. In addition to any other reasonable conditions, Landlord may condition consent for assignment, sublet or transfer on the following: i) the rent paid by the assignee or subtenant must not be less than the Rent required by this Lease; ii) the assignee or subtenant establishes financial capability and stability to the reasonable satisfaction of Landlord; iii) the assignee’s or subtenant’s uses are compatible with the permitted uses for the Premises. Consent to one assignment, which consent subletting, transfer, occupation or use by Landlord: i) shall not be unreasonably withhelddeemed to be a consent to any subsequent assignment, conditioned subletting, transfer, occupation or delayeduse by any other person(s); ii) shall not release the original named Tenant from liability for the continued performance of the terms and provisions, unless Landlord specifically and in writing releases the original named Tenant from liability; and, iii) shall not be a release of Tenant’s guarantor, if any, under the terms of the Guaranty of this Lease and Landlord may request Tenant’s guarantor to execute documents necessary to insure the continuation of its guaranty. If an assignment, subletting, transfer, occupation or use is permitted, all Rent due under the Lease received by Tenant as a result of such restrictions transaction shall be binding upon any assignee or subtenant paid to which Landlord has consentedpromptly following its receipt by Tenant. Tenant shall have the rightpay any costs incurred by Landlord in connection with a request for assignment, without Landlord’s consent and upon prior written notice subletting, transfer, occupation or use including reasonable attorneys’ fees, not to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”)exceed $1000 per request. In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written pay costs within ten (10) days of billing by Landlord. This Lease shall not be assigned by operation of law unless: i) Tenant, its receiver or trustee or proposed assignee provides Landlord with notice thereof to Landlord within a reasonable time of proposed assignment at least sixty (60) days prior to the proposed commencement effective date of such subletting assignment by operation of law; ii) Tenant, its receiver or trustee or proposed assignee demonstrates to Landlord that the proposed assignee has the same or better capability and stability than Tenant; and iii) Tenant, its receiver or trustee or proposed assignee cures all Lease defaults, or provides adequate assurances of prompt cure if such is permitted by law, prior to effective date of such assignment by operation of law. If Tenant proposes a subletting, assignment, which notice transfer, occupation or use, Landlord shall set forth have the name option of terminating this Lease and dealing directly with the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect directly from such assignee or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s obligations hereunderthird party. In the event the Rentof merger, including, without limitation, Base Rent and any Additional Rent, together acquisition or consolidation of Tenant with any parent, subsidiary, successor or affiliated corporation, limited liability company or partnership, the resulting corporate entity shall be deemed Tenant and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds not a third party requiring Landlord consent only if: Tenant and/or the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion resulting corporate entity notify Landlord of the Leased Premises, then the amount of such excess shall be paid to Landlord as Additional Rent hereunder change in corporate identity or status within five (5) business days after receipt thereof days; the resulting corporate entity agrees to assume of all Tenant liability and responsibilities under this Lease; the resulting corporate entity has the same or better financial capability and stability to assume Tenant liability and responsibilities; and the resulting corporate entity executes documents acknowledging the corporate change and assumption of responsibility as may be requested by or on behalf Landlord. Change of Tenant’s corporate status arising from administrative dissolution shall be deemed a transfer for the purposes of this Section. The covenants and conditions contained in this Lease apply to and bind the heirs, successors, executors, administrators and assigns of the parties.
Appears in 1 contract
Samples: Land Lease Agreement
Assignment and Subletting. A. Tenant 20.01 Landlord shall not have the right to transfer and assign, encumber in whole or pledge in part its rights and obligations in the building and property that are the subject of this Lease. Tenant shall not assign this Lease or to sublet the whole all or any part of the Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereof, without the prior written consent of the Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Tenant shall have the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall nevertheless at all times times, remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified rent and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence If all or any part of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided by this Lease or provided by law, may, may at its option, collect directly from such the assignee or subtenant all rents or other payments due and becoming due to Tenant under such by reason of the assignment or sublease sublease, and apply Landlord shall have a security interest in all properties on the Leased Premises to secure payment of such rent or other payments against any sums due to sums. Any collection directly by Landlord from Tenant hereunder, and no such collection the assignee or subtenant shall not be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s its obligations hereunderunder this Lease. In the event that Tenant sublets the RentLeased Premises or any part thereof, includingor assigns this Lease and at any time receives rent and/or other consideration which exceeds that which Tenant would at that time be obligated to pay to Landlord, without limitationTenant shall pay to Landlord 100% of the gross excess in such rent as such rent is received by Tenant and 100% of any other consideration received by Tenant from such subtenant in connection with such sublease or, Base Rent and in the case of any Additional Rentassignment of this Lease by Xxxxxx, together Landlord shall receive 100% of any consideration paid to Tenant by such assignee in connection with any and all other such assignment. In addition, should Xxxxxxxx agree to an assignment or sublease agreement, Tenant will pay to Landlord on demand the sum of $500.00 to partially reimburse Landlord for its costs, including reasonable attorneys' fees, expenses incurred in connection with processing such assignment or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased Premises, then the amount of such excess shall be paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by or on behalf of Tenant.subletting request. INSOLVENCY OF TENANT
Appears in 1 contract
Assignment and Subletting. A. Tenant shall not have the right to assign, encumber or pledge this Lease or to sublet the whole or any part of the Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereof, Not without the prior written consent of ------------------------- Landlord, which consent shall not be unreasonably withheld, conditioned withheld or delayed, to assign this Lease, to make any sublease, or to permit occupancy of the Premises or any part thereof by anyone other than Tenant, voluntarily or by operation of law; as Additional Rent, to reimburse Landlord promptly for reasonable and such restrictions customary legal and other expenses (up to $1,500 per occurrence) incurred by Landlord or any Superior Mortgagee in connection with any request by Tenant for consent to assignment or subletting; no assignment or subletting shall affect the continuing primary liability of Tenant (which, following assignment, shall be binding upon joint and several with the assignee); no consent to any of the foregoing in a specific instance shall operate as a waiver in any subsequent instance. Landlord's consent to any proposed assignment or subletting is required both as to the terms and conditions thereof, and as to the creditworthiness of the proposed assignee or subtenant and the consistency of the proposed assignee's or subtenant's business with the Permitted Uses of the Premises. In the event that any assignee or subtenant pays to Tenant any consideration attributable to the interest in this Lease or the Premises so assigned or subleased in excess of the Rent then payable hereunder, or pro rata portion thereof on a square footage basis for any portion of the Premises, after deducting Tenant's reasonable attorneys' fees, brokerage commissions and other expenses relating to such assignment or sublease, Tenant shall promptly pay 50% of said net excess to Landlord as and when received by Tenant. If a Tenant requests Landlord's consent to assign this Lease or sublet more than 1/3 of the Premises, or the assignment or sublease term will begin three or fewer months before the end of the Lease Term, Landlord shall have the option, exercisable by written notice to Tenant given within 10 days after receipt of such request, to terminate this Lease as of a date specified in such notice which Landlord has consentedshall be not less than 30 days after the date of such notice. Notwithstanding the foregoing, Tenant shall have the right, without Landlord’s consent and upon 's consent, to assign this Lease to an affiliate of Tenant; provided, however, Tenant shall provide Landlord fifteen (15) business days' prior written notice to Landlord and shall provide evidence reasonably acceptable to Landlord that the assignee shall have a net worth and creditworthiness at least equal to the greater of (specifically describing i) Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign 's net worth and creditworthiness on the date of this Lease or sublease (ii) Tenant's net worth and creditworthiness on the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect directly from such assignee or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s obligations hereunder. In the event the Rent, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased Premises, then the amount of such excess shall be paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by or on behalf of Tenantnotice.
Appears in 1 contract
Assignment and Subletting. A. Tenant shall not have assign the right to assignof ------------------------- occupancy under this Lease, encumber or pledge this Lease any other interest therein, or to sublet the whole Premises, or any part of the Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereofportion thereof, without the prior written consent of Landlord, which the parties agree may be withheld at Landlord's sole discretion. Tenant absolutely shall have no right of assignment or subletting if it is or has everbeen in default of this Lease. Should Landlord elect to grant its written consent shall to any proposed assignment or sublease (whether by Tenant or by others claiming by or through Tenant), Tenant or such others agree to pay Landlord an administrative fee in a reasonable amount (but not be unreasonably withheldless than $150.00), conditioned plus attorney's fees to process and approve such assignment or delayedsublease, and Landlord may prescribe the substance and form of such restrictions shall be binding upon assignment or sublease. Notwithstanding any assignee or subtenant to which Landlord has consented. Tenant shall have assignment of the right, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related companyLease, or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor subletting of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof continue to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and be fully responsible and liable for the payment performance of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions conditions and covenants of this Lease, including, but not limited to, the payment of Rent and Additional Rent. Upon the occurrence Consent by Landlord to one or more assignments or sublettings shall not operate as a waiver of an “event of default” (Landlord's rights as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided subsequent assignments or provided by law, may, at its sublettings. Landlord shall have the additional option, collect directly from such assignee which shall be exercised by providing Tenant with written notice, of terminating Tenant's rights and obligations under this Lease rather than permitting any assignment or subtenant all rents subletting by Tenant, any statement or other payments due implication in this Lease or at law to the contrary notwithstanding. Should Landlord permit any assignment or subletting by Tenant and becoming due to Tenant under should the monies received as a result of such assignment or sublease and apply subletting (when compared to the monies still payable by Tenant to Landlord) be greater than would have been received hereunder had not Landlord permitted such rent assignment or other payments against any sums due subletting, then the excess shall be payable by Tenant to Landlord from Tenant hereunderLandlord, it being the parties' intention that Landlord, and no not Tenant, in consideration for Landlord's permitting such collection assignment or subletting, shall be construed the party to constitute a novation receive any profit from any such assignment or a release subletting. If there are one or more assignments or sublettings by Tenant to which Landlord consents, then any and all renewal options to be exercised subsequent to the date of Tenant from such assignment or subletting and all options to lease additional space in the further performance Building to be exercised subsequent to the date of Tenant’s obligations hereundersuch assignment or subletting are absolutely waived and terminated at Landlord's sole discretion. In the event of the Renttransfer and assignment by Landlord of its interest in this Lease and/or sale of the Building containing the Premises, includingeither of which it may do at its sole option, without limitationLandlord shall thereby be released from any further obligations hereunder, Base Rent and Tenant agrees to look solely to such successor in interest of Landlord for performance of such obligations. The provisions of Item 36 hereafter dealing with "Notices" shall be amended to provide the correct names and addresses of the assignee or sublessee. If Tenant is a corporation whose stock is not regularly traded on a bona fide public exchange, and if any Additional Renttransfer, together with any and all other costssale, fees, expenses pledge or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion disposition of the Leased Premisescommon stock shall occur which changes the power to vote the majority of the outstanding capital stock of the company, then the amount of such excess action shall be paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof considered an assignment under the terms of this Lease. Any breach of this Item 7 by or on behalf Tenant will constitute an automatic default under the terms of Tenantthis Lease, per Item 20 hereof.
Appears in 1 contract
Samples: Lease (Virtual Mortgage Network Inc)
Assignment and Subletting. A. Tenant shall not have assign the right to assignof occupancy under this lease, encumber or pledge this Lease any other interest therein, or to sublet the whole Premises, or any part of the Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereofportion thereof, without the prior written consent of Landlord, which consent shall may not be unreasonably withheldwithheld or delayed by Landlord. When Tenant requests Landlord's consent to such assignment or sublease, conditioned or delayed, Tenant shall notify Landlord in writing of the name and such restrictions shall be binding upon any address of the proposed assignee or subtenant to which Landlord has consentedand the nature and character of the business of the proposed assignee or subtenant and shall provide financial information including financial statements of the proposed assignee and subtenant. Tenant shall also provide Landlord with a copy of the proposed sublease or assignment agreement. Tenant absolutely shall have no right of assignment or subletting if Tenant is or has ever been in default of this Lease. Should Landlord elect to grant its written consent to any proposed assignment or sublease (whether by Tenant or by others claiming by or through Tenant), Tenant or such others agree to pay Landlord an administrative fee for each transportation in a reasonable amount (but not less than $150.00), plus reasonable attorneys' and paralegals' fees to process and approve such assignment or sublease, and Landlord may prescribe the right, without Landlord’s consent substance and upon prior written notice to Landlord (specifically describing Tenant’s relationship with form of such subsidiary, affiliate, related companyassignment or sublease. Notwithstanding any assignment of the Lease, or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor subletting of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof continue to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and be liable for the payment performance of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions conditions and covenants of this Lease, including, but not limited to, the payment of Rent and Additional Rent. Upon the occurrence Consent by Landlord to one or more assignments or sublettings shall not operate as a waiver of an “event of default” (Landlord's rights as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided subsequent assignments or provided by law, may, at its sublettings. Landlord shall have the additional option, collect directly from such assignee which shall be exercised by providing Tenant with written notice, of terminating Tenant's rights and obligations under this Lease rather than permitting any assignment or subtenant all rents subletting by Tenant. Should Landlord permit any assignment or other payments due subletting by Tenant and becoming due to Tenant under should the monies received as a result of such assignment or sublease and apply subletting (when compared to the monies still payable by Tenant to Landlord) be greater than would have been received hereunder had not landlord permitted such rent assignment or other payments against any sums due subletting, then the excess shall be payable by Tenant to Landlord from Tenant hereunderLandlord, it being the parties' intention that Landlord, and no not Tenant, in consideration for Landlord's permitting such collection assignment or subletting, shall be construed the party to constitute a novation receive any profit from any such assignment or a release subletting. If there are one or more assignments or sublettings by Tenant to which Landlord consents, then any and all renewal options to be exercised subsequent to the date of Tenant from such assignment or subletting and an options to lease additional space in the further performance Building to be exercised subsequent to the date of Tenant’s obligations hereundersuch assignment or subletting are absolutely waived and terminated at landlord's sole discretion. In the event of the Renttransfer and assignment by Landlord of its interest in this Lease and/or sale of the Building containing the Premises, includingeither of which it may do at its sole option, without limitationLandlord shall thereby be released from any further obligations hereunder, Base Rent and Tenant agrees to look solely to such successor in interest of Landlord for performance of such obligations. The provisions of Item 37 hereafter dealing with "Notices" shall be amended to provide the correct names and addresses of the assignee or sublessee. If Tenant is a corporation whose stock is not regularly traded on a bona fide public exchange, and if any Additional Renttransfer, together with any and all other costssale, fees, expenses pledge or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion disposition of the Leased Premisescommon stock shall occur which changes the power to vote the majority of the outstanding capital stock of the company, then the amount of such excess action shall be paid considered an assignment under the terms of this Lease. Any breach of this Item 7 by Tenant will constitute a default under the terms of this Lease, per Item 20 hereof. Notwithstanding the foregoing, a sublease, assignment, or transfer to an affiliate of the Olsten Corporation shall not require Landlord's consent, but Tenant shall promptly notify Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by or on behalf of Tenantthereof.
Appears in 1 contract
Assignment and Subletting. A. Tenant shall not have the right to assign, encumber or pledge this Lease or to sublet the whole or permit any part of the Leased PremisesPremises to be used or occupied by any persons other than Tenant and the employees of Tenant, whether voluntarily nor shall Tenant permit any part of the Premises to be used or occupied by operation of lawany licensee or concessionaire, or permit any persons to be upon the use Premises other than Tenant, and employees, customers and others having lawful business with Tenant. Tenant shall not assign this Lease, or occupancy sublet or part with the possession of all or part of the Leased Premises by anyone other than Tenant or for any use other than the use described in Paragraph 1 hereofPremises, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Tenant shall have the right, without withheld in Landlord’s sole discretion except as hereinafter expressly otherwise provided. Landlord agrees not to withhold consent and upon prior written notice to Landlord (specifically describing any proposed assignment of Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign entire interest in this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information entire Premises for all of the proposed subtenant or assignee. Notwithstanding then remaining term of this Lease less one (1) day, provided Tenant requests the same in writing, and provided: (1) such consent to any permitted assignment or subletting, subletting shall not relieve the Tenant shall at all times remain directly, primarily from its obligations as primary obligor (and fully responsible and liable not as surety or guarantor) for the payment of the all Base Rent herein specified and Additional Rent due hereunder, and for compliance the full and faithful observance and performance of the covenants, terms and conditions herein contained; (2) Landlord, in its sole discretion reasonably exercised, determines that the reputation, business, proposed use of the Premises, and financial responsibility of and by the proposed assignee or sublessee, as the case may be, are satisfactory to Landlord and Tenant shall have provided Landlord with reasonable proof and Adequate Assurance, as such term is defined in Section 15.I., hereof; (3) any assignee shall expressly assume all the obligations of this Lease on Tenant’s part to be performed; (4) Tenant is not in default hereunder at the time it makes its other obligations request for such consent; and (5) Tenant and/or Tenant’s assignee in the case of an assignment specifically agree to pay over to Landlord, as Rent, all sums provided to be paid under the terms, provisions terms and covenants conditions of such sublease or assignment which would be in excess of the amounts otherwise required to be paid by Tenant pursuant to this Lease. Upon Consent of the occurrence of Landlord to an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect directly from such assignee or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against subletting shall not in any sums due to Landlord from Tenant hereunder, and no such collection shall way be construed to constitute a novation or a release of relieve the Tenant from obtaining the further performance of Tenant’s obligations hereunder. In the event the Rent, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion consent of the Leased Premises, then the amount of such excess Landlord to any further assignment or subletting. Subletting or assignment by subtenants or assignees shall not be paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by or on behalf of Tenantpermitted under any circumstances.
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Assignment and Subletting. A. Except to an entity related to Tenant shall or Tenant’s successor by merger or acquisition of substantially all of Tenant’s assets, not have the right to assignassign this Lease, encumber or pledge this Lease or to sublet the whole sublease all or any part of the Leased Premises, whether voluntarily or by operation of law, or permit the use or occupancy of the Leased Premises by anyone any party other than Tenant or for any use other than the use described in Paragraph 1 hereofTenant, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned withheld or delayed. Any approved sublease or assignment shall not release the Tenant from the underlying obligations outlined in this Lease. If Landlord approves an assignment or sublease as herein provided, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. Tenant shall have the rightpay to Landlord, without Landlord’s consent and upon prior written notice to Landlord (specifically describing Tenant’s relationship with such subsidiary, affiliate, related company, or successor), to assign this Lease or sublease the Leased Premises to a subsidiary, affiliate, related company or successor of Tenant (“Permitted Transferee”). In the event Tenant desires to sublet the Leased Premises, or any portion thereof, or assign as Additional Rent due under this Lease, as applicable, (i) in the case of a sublease, an overage amount equal to the difference, if any, between the Rent allocable to that part of the Premises affected by such sublease pursuant to this Lease and the rent paid by the subtenant to Tenant, less any reasonable and customary expenses incurred by the Tenant in connection with the sublease which are approved by the Landlord in its sole and absolute discretion, and (ii) in the case of an assignment, an overage amount equal to fifty percent (50%) of the consideration, if any, received by Tenant for such assignment. Such overage amounts shall give written notice thereof be due and payable by Tenant to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the Rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect directly from such assignee or subtenant all rents or other payments due and becoming due to Tenant under such assignment or sublease and apply such rent or other payments against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s obligations hereunder. In the event the Rent, including, without limitation, Base Rent and any Additional Rent, together with any and all other costs, fees, expenses or other amounts paid by any such occupant, user, subtenant or assignee in any month exceeds the Rent payable on a per rentable square foot basis hereunder for such assigned or sublet portion of the Leased Premises, then the amount of such excess shall be paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by or on behalf of Tenant’s receipt of payment from the subtenant or assignee. 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. No consent to any assignment or sublease shall constitute a further waiver of the provisions of this Section, and all subsequent assignments or subleases may be made only with the prior written consent of Landlord. An assignee of Tenant, at the option of Landlord, shall become directly liable to Landlord for all obligations of Tenant hereunder and shall assume all such obligations in writing in a form satisfactory to Landlord in its sole and absolute discretion, but no sublease or assignment by Tenant shall relieve Tenant of any liability hereunder. Except as otherwise provided, any assignment or sublease without Landlord’s consent shall be void, and shall, at the option of the Landlord, constitute a default under this Lease. In the event that Tenant requests that Landlord consider a sublease or assignment hereunder, Tenant shall pay (i) Landlord’s reasonable fees, not to exceed Five Hundred and 00/100 Dollars ($500.00) per transaction, incurred in connection with the consideration of such request, and (ii) all attorneys’ fees and costs incurred by Landlord in connection with the consideration of such request or such sublease or assignment. Notwithstanding any term or provision herein to the contrary, Tenant shall not advertise all or any part of the Premises for assignment, subletting or other transfer at a rental rate lower than the rental schedule established from time to time by Landlord for comparable space for a comparable term in the Building. Further, no assignment, subletting or other transfer shall be made: (i) to any person or entity which shall at that time be a tenant, subtenant or other occupant of any part of the Building if Landlord then has other comparable space in the Building available for leasing by Landlord; (ii) to any person or entity who has dealt with Landlord or Landlord’s agent (directly or through a broker) with respect to space in the Building during the six (6) months immediately preceding Tenant’s request for Landlord’s consent to such transaction; (iii) to any person or entity if Landlord then has other comparable space in the Building available for leasing and suitable for use by such proposed tenant; (iv) to any person or entity for the conduct of business which is not in keeping with the standards and general character of the Building; or (v) which would require the demolition or reconfiguration of any portion of the Premises or which would result in the Premises being subdivided. All rights and options of Tenant hereunder, if any, to expand the Premises, contract the Premises, extend or renew the Term, and/or shorten the Term, and any right(s) of first refusal, first offer or first option hereunder in favor of Tenant shall automatically terminate upon the assignment of this Lease or upon the subletting of all or any part of the Premises, unless Landlord specifically agrees in writing that such rights and options shall continue. Tenant acknowledges that the restrictions on assignments and subleases described herein are a material inducement for Landlord entering into this Lease and shall be enforceable by Landlord against Tenant and against any assignee or subtenant or any other party acquiring an interest in this Lease.
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Samples: Lease Agreement
