Common use of Alienation etc Clause in Contracts

Alienation etc. 5.25.1. Not to assign underlet or part with possession or part with or share occupation of the whole or any part of the Premises save as hereinafter provided 5.25.2. Not to assign the whole of the Premises without the Landlord’s prior written consent such consent not to be unreasonably withheld or delayed and subject to compliance with clause 5.25.3 5.25.3. Not to assign the whole of the Premises unless the following conditions (which are specified for the purposes of section 19(1A) of the Landlord and Tenant Act 1927) are complied with prior to such assignment namely that: (a) the tenant for the time being shall have entered into an authorised guarantee agreement with the Landlord pursuant to section 16 of the Landlord and Tenant (Covenants) A▇▇ ▇▇▇▇ guaranteeing the performance by the assignee of the covenants on the part of the Tenant contained in this lease in such terms consistent with section 16 as the Landlord shall reasonably require (b) any guarantor of the Tenant’s obligations under this lease shall have joined in any such authorised guarantee agreement in order to covenant (as principal debtor) with the Landlord that the Tenant shall comply with the authorised guarantee agreement mentioned in the priding sub-clause (c) if reasonably required by the Landlord the proposed assignee shall have procured a covenant with the Landlord by an acceptable guarantor or guarantors in such terms as the Landlord shall reasonably require (d) if reasonably required by the Landlord the proposed assignee shall have provided a rent deposit of an amount reasonably determined by the Landlord not being more than an amount equivalent to six months rent at the rate payable from time to time under this Lease and that the assignee shall have entered into a rent deposit deed in such form as the Landlord shall reasonably require 5.25.4. Not to underlet the whole of the Premises without the Landlord’s p▇▇▇▇ written consent such consent not to be unreasonably withheld or delayed and not to underlet; (a) except to an undertenant who shall first have: (i) entered into a covenant with the Landlord to observe and perform the covenants and conditions on the part of the Tenant contained in this lease (other than the covenant to pay rent) and (ii) if reasonably so required by the Landlord procured a covenant with the Landlord by an acceptable guarantor or guarantors in such terms as the Landlord may reasonably require (b) except under an underlease which has been excluded from the operation of Sections 24 to 28 (inclusive) of the Landlord and T▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (c) in consideration of any premium (d) without reserving a yearly rent payable in advance on the usual quarter days equal to the then current open market rack rental value of the Premises such yearly rent to be reviewable on the same dates and on the same terms as the Rent payable under this lease save that the term of the hypothetical lease shall be that of the actual underlease (e) except on similar covenants and conditions (which the Tenant shall enforce) to those in this lease and in particular; (i) a proviso for re-entry on breach of any covenant in the underlease and (ii) similar terms as to carrying out or paying for repairs and paying insurance premiums as under this lease (f) Without taking from the undertenant unqualified covenants (which the Tenant shall enforce); (i) Not to assign the whole of the Premises without the prior written consent of the Landlord (under this lease) such consent not to be unreasonably withheld or delayed (ii) Not to sublet the whole of the Premises nor a Permitted Part without the prior written consent of the Landlord (under this lease) such consent not to be unreasonably withheld or delayed (iii) Not to deal in any other way whatsoever with the Premises or any part thereof (iv) Not to allow an assignment of sublet premises without the prior written consent of the Landlord (under this lease) such consent not to be unreasonably withheld or delayed (v) To obtain from any assignee of an underlease and any sub-tenant and any assignee of a sublease a covenant with the Landlord (under this lease) to observe and perform the covenants and conditions on the part of the Tenant contained in this lease (other than the covenant to pay rent) insofar only as they are consistent with and applicable to the underlet premises or the sublet premises (as the case may be) (vi) To obtain if seasonably so required by the Landlord (under this lease) in relation to any subletting of the whole of the Premises or subletting of a Permitted Part for more than three years a covenant with the Landlord (under this lease) by an acceptable guarantor or guarantors in such terms as the Landlord (under this lease) may reasonably require (vii) In the case of a subletting of the whole of the Premises not to sublet the whole of the Premises other than by a sublease which: (1) complies with the provisions mutatis mutandis of clauses 5.25.4(b) to (e) inclusive and subclause 5.25.4(g) of this Lease and (2) contains an absolute prohibition against the subtenant assigning part of the sublet premises or further subletting the whole or any part of the sublet premises (viii) In the case of a subletting of a Permitted Part not to sublet a Permitted Part other than by a sublease which: (1) complies with the provisions mutatis mutandis of clauses 5.25.5(b) to (e) inclusive and subclause 5.25.50) of this Lease and, (2) contains an absolute prohibition against the s assigning part of the sublet premises or further subletting the whole or any pant of the sublet premises (g) except on the basis so far as the Landlord and Tenant Act 195 shall allow that no compensation shall he payable to the undertenant on determination of the underlease 5.25.5. Not to underlet a Permitted Part without the Landlord’s prior written consent such consent not to be unreasonably withheld or delayed and not to underlet (a) except to an undertenant who shall first have: (i) entered into a covenant with the Landlord to observe and perform the covenants and conditions on the part of the Tenant contained in this lease (other than the covenant to pay rent) insofar as they are consistent with and applicable to the underletting of the Permitted Part; and (ii) (in the case of an underletting of a Permitted Part for more than three years if reasonably so required by the Landlord procured a covenant with the Landlord by an acceptable guarantor or guarantors in such terms as the Landlord may reasonably require (b) except under an underlease which has been excluded from the operation of Sections 24 to 28 (inclusive) of the Landlord and T▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (c) in consideration of any premium (d) without reserving a yearly rent payable in advance on the usual quarter days equal to the then current open market rental value of the Permitted Part reviewable on an upwards only basis at intervals of every five years on the same terms as the rent review under this lease save that the term of the hypothetical lease shall be that equivalent to the term of the actual underlease and PROVIDED ALWAYS that the Tenant may effect underlettings of a Permitted Part for a term of less than five years with no rent review (e) except on similar covenants and conditions (which the Tenant shall enforce) to those contained in this lease and in particular (i) a provision for reentry an breach of any covenant by the undertenant contained in the underlease and (ii) proper service charge provisions (which shall be approved by the Landlord (under this Lease) such approval not to be unreasonably withheld or delayed) for the undertenant to contribute towards the cost of repairing maintaining and cleansing the Main Structure and such other its and services as are appropriate (f) Without taking from the undertenant unqualified covenants (which the Tenant shall enforce): (i) not to assign the whole of the Permitted Part without the prior written consent of the Landlord (under this lease not to be unreasonably withheld or delayed) (ii) not to sublet the whole or part of the Permitted Part without the prior written consent of the Landlord (wider this Lease) such consent not to be unreasonably withheld or delayed PROVIDED THAT notwithstanding the generality of the foregoing the undertenant may not Id part of the Permitted Part other than a whole floor (excluding the fourth floor) (iii) not to deal in any other way whatsoever with the Permitted Part or any part thereof (iv) Not to allow an assignment of the sublet premises without the prior written consent of the Landlord (under this Lease) such consent not to be unreasonably withheld (v) to obtain from any assignee of an underlease and any subtenant and any assignee of a sublease a covenant with the Landlord (under this Lease) to observe and perform the covenants and conditions on the part of the Tenant contained in this Lease (other than the covenant to pay rent) insofar only as they are consistent with and applicable to the underlet premises or the sublet premises (as the case may be) (vi) to obtain if reasonably so required by the Landlord (under this Lease) in relation to any subletting of the whole or part of the Permitted Part for more than three years a covenant with the Landlord (under this Lease) by an acceptable guarantor or guarantors in such terms as the Landlord (under this Lease) may reasonably require (vii) in the case of a subletting of the whole or any part of the Permitted Part not to sublet other than by a sublease which: (1) complies with the provisions mutatis mutandis of clauses 5.25.5(b)-(e) inclusive and subclauses 5.25.5(g) of this lease and (2) contains an absolute prohibition against the subtenant assigning part of the sublet premises or further subletting the whole or any part of the sublet premises (g) except on the basis so far as the Landlord and T▇▇▇▇▇ ▇▇▇ ▇▇▇▇ shall allow that no compensation shall be payable to the undertenant on determination of the underlease 5.25.6. Not without the Landlord’s prior written consent such consent not to be unreasonably withheld or delayed (a) to vary the terms of any underlease or (b) to agree any rent on review under any underlease or sublease and if the rent thereunder is to be determined by a third party in accordance with the conditions therein contained to procure that the Landlord’s representations as to the rent payable thereunder are made to that person and to provide the Landlord with details of all rent reviews within one month of agreement or determination 5.25.7. In addition the foregoing provisions of this cause 5.25 shall also not apply to the Tenant nor to any undertenant or sub-tenant of the whole or a Permitted Part of the Premises granting an Assured Shorthold Tenancy under the Housing A▇▇ ▇▇▇▇ (as amended) of the fourth floor of the Premises for a fixed term not exceeding three years (to expire in any event on or before the expiration of the Contractual Term) at the full market rent provided that such Assured Shorthold Tenancy does not confer security of tenure on the tenant 5.25.8. The foregoing provisions of this clause 5.25 shall not apply to any parting with possession or occupation or sharing occupation of the Premises with any member of the group of companies (as defined in Section 42(1) of the Landlord and Tenant Act 1954) of which the Tenant is itself a member on the condition that: (a) No landlord and tenant relationship is created between the Tenant and such company (b) The possession or occupation shall forthwith be determined if the Tenant and the relevant member of the group shall cease for any reason whatsoever to be members of the same group of companies (c) On written request from the Landlord or its agents the Tenant shall supply in writing to the Landlord or its agents details of the identity, of any company as aforesaid let into possession or occupation 5.25.9. The foregoing provisions of sub-clause 5.25.8 shall apply mutatis mutandis to any permitted undertenant and any permitted sub-tenant

Alienation etc. 5.25.1. 3.25.1 Not to to: 3.25.1.1 assign charge underlet or part with possession of part only of the Premises 3.25.1.2 share the possession or part with or share occupation of the whole or any part of the Premises 3.25.1.3 part with possession of the whole of the Premises save as by way of an assignment of the whole on the terms hereinafter providedpermitted 5.25.2. 3.25.2 Not to assign the whole of the Premises without the Landlord’s prior written consent such consent not to be unreasonably withheld or delayed and subject to compliance with clause 5.25.3Clause 3.25.3 5.25.3. 3.25.3 Not to assign the whole of the Premises unless the following conditions (which are specified for the purposes of section 19(1A) of the Landlord and Tenant Act 1927) are complied with prior to such assignment namely that: (a) 3.25.3.1 the tenant for the time being shall have entered into an authorised guarantee agreement with the Landlord pursuant to section 16 of the Landlord and Tenant (Covenants) A▇▇▇ ▇▇▇▇ guaranteeing the performance by the assignee of the covenants on the part of the Tenant contained in this lease in the terms (mutatis mutandis) set out in Schedule 4 or in such terms other form consistent with section 16 as the Landlord shall reasonably require (b) 3.25.3.2 any guarantor of the Tenant’s obligations under this lease shall have joined in any such authorised guarantee agreement in order to covenant (as principal debtor) with the Landlord that the Tenant shall comply with the authorised guarantee agreement mentioned in the priding preceding sub-clause 3.25.3.3 (c) if reasonably required by the Landlord Landlord) the proposed assignee shall have procured a covenant with the Landlord by an acceptable guarantor or guarantors in such the terms as the Landlord shall reasonably require (dmutatis mutandis) if reasonably required by the Landlord the proposed assignee shall have provided a rent deposit of an amount reasonably determined by the Landlord not being more than an amount equivalent to six months rent at the rate payable from time to time under this Lease and that the assignee shall have entered into a rent deposit deed set out in Schedule 4 or in such other form as the Landlord shall reasonably require 5.25.4. 3.25.3.4 all rents and other sums due under this lease have been paid. 3.25.4 Not to underlet the whole of the Premises without the Landlord’s p▇▇▇▇ prior written consent such consent not to be unreasonably withheld or delayed and not to underlet;: (a) 3.25.4.1 except to an undertenant who shall first have: (ia) entered into a covenant with the Landlord to observe and perform the covenants and conditions on the part of the Tenant contained in this lease (other than the covenant to pay rent) and (iib) if reasonably so required by the Landlord procured a covenant with the Landlord by an acceptable guarantor or guarantors in the terms (mutatis mutandis) set out in Schedule 4 or in such terms other form as the Landlord may reasonably require (b) except under an underlease which has been excluded from the operation of Sections 24 to 28 (inclusive) of the Landlord and T▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (c) 3.25.4.2 in consideration of any premium (d) 3.25.4.3 without reserving a yearly rent payable in advance on the usual quarter days equal to the greater of: (a) the then full current open market rack rental value of the Premises and (b) the Rent then payable under this lease such yearly rent to be reviewable on the same dates and on the same terms as the Rent payable under this lease save that the term of the hypothetical lease shall be that of the actual underleaselease (e) 3.25.4.4 except on similar covenants and conditions (which the Tenant shall enforce) to those in this lease and in particular;: (ia) a proviso for re-entry on breach of any covenant in the underlease and (iib) similar terms as to carrying out or paying for repairs and paying insurance premiums as and paying the service charges under this lease (f) Without 3.25.4.5 without taking from the undertenant unqualified covenants (which the Tenant shall enforce);): (ia) Not not to assign the whole of the Premises without the prior written consent of the Landlord (under this lease) such consent not to be unreasonably withheld or delayed) (iib) Not to sublet the whole not (save by way of a charge of the Premises nor a Permitted Part without the prior written consent of the Landlord (under this leasewhole) such consent not to be unreasonably withheld or delayed (iii) Not to deal in In any other way whatsoever with the Premises or any part thereofthereof and (ivc) Not to allow an assignment of sublet premises without the prior written consent of the Landlord (under this lease) such consent not to be unreasonably withheld or delayed (v) To obtain from any assignee of an underlease and any sub-tenant and any assignee of a sublease the Premises a covenant with the Landlord (under this lease) to observe and perform the covenants and conditions on the part of the Tenant contained in this lease (other than the covenant to pay rent) insofar only as they are consistent with and applicable to the underlet premises or the sublet premises (as the case may be) (vi) To obtain if seasonably so required by the Landlord (under this lease) in relation to any subletting of the whole of the Premises or subletting of a Permitted Part for more than three years a covenant with the Landlord (under this lease) by an acceptable guarantor or guarantors in such terms as the Landlord (under this lease) may reasonably require (vii) In the case of a subletting of the whole of the Premises not to sublet the whole of the Premises other than by a sublease which: (1) complies with the provisions mutatis mutandis of clauses 5.25.4(b) to (e) inclusive and subclause 5.25.4(g) of this Lease and (2) contains an absolute prohibition against the subtenant assigning part of the sublet premises or further subletting the whole or any part of the sublet premises (viii) In the case of a subletting of a Permitted Part not to sublet a Permitted Part other than by a sublease which: (1) complies with the provisions mutatis mutandis of clauses 5.25.5(b) to (e) inclusive and subclause 5.25.50) of this Lease and, (2) contains an absolute prohibition against the s assigning part of the sublet premises or further subletting the whole or any pant of the sublet premises (g) except on the basis so far as the Landlord and Tenant Act 195 shall allow that no compensation shall he payable to the undertenant on determination of the underlease 5.25.5. Not to underlet a Permitted Part without the Landlord’s prior written consent such consent not to be unreasonably withheld or delayed and not to underlet (a) except to an undertenant who shall first have: (i) entered into a covenant with the Landlord to observe and perform the covenants and conditions on the part of the Tenant contained in this lease (other than the covenant to pay rent) insofar as they are consistent with and applicable to the underletting of the Permitted Part; and (ii) (in the case of an underletting of a Permitted Part for more than three years if reasonably so required by the Landlord procured a covenant with the Landlord by an acceptable guarantor or guarantors in such terms as the Landlord may reasonably require (b) except under an underlease which has been excluded from the operation of Sections 24 to 28 (inclusive) of the Landlord and T▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (c) in consideration of any premium (d) without reserving a yearly rent payable in advance on the usual quarter days equal to the then current open market rental value of the Permitted Part reviewable on an upwards only basis at intervals of every five years on the same terms as the rent review under this lease save that the term of the hypothetical lease shall be that equivalent to the term of the actual underlease and PROVIDED ALWAYS that the Tenant may effect underlettings of a Permitted Part for a term of less than five years with no rent review (e) except on similar covenants and conditions (which the Tenant shall enforce) to those contained in this lease and in particular (i) a provision for reentry an breach of any covenant by the undertenant contained in the underlease and (ii) proper service charge provisions (which shall be approved by the Landlord (under this Lease) such approval not to be unreasonably withheld or delayed) for the undertenant to contribute towards the cost of repairing maintaining and cleansing the Main Structure and such other its and services as are appropriate (f) Without taking from the undertenant unqualified covenants (which the Tenant shall enforce): (i) not to assign the whole of the Permitted Part without the prior written consent of the Landlord (under this lease not to be unreasonably withheld or delayed) (ii) not to sublet the whole or part of the Permitted Part without the prior written consent of the Landlord (wider this Lease) such consent not to be unreasonably withheld or delayed PROVIDED THAT notwithstanding the generality of the foregoing the undertenant may not Id part of the Permitted Part other than a whole floor (excluding the fourth floor) (iii) not to deal in any other way whatsoever with the Permitted Part or any part thereof (iv) Not to allow an assignment of the sublet premises without the prior written consent of the Landlord (under this Lease) such consent not to be unreasonably withheld (v) to obtain from any assignee of an underlease and any subtenant and any assignee of a sublease a covenant with the Landlord (under this Lease) to observe and perform the covenants and conditions on the part of the Tenant contained in this Lease (other than the covenant to pay rent) insofar only as they are consistent with and applicable to the underlet premises or the sublet premises (as the case may be) (vi) to obtain if reasonably so required by the Landlord (under this Lease) in relation to any subletting of the whole or part of the Permitted Part for more than three years a covenant with the Landlord (under this Lease) by an acceptable guarantor or guarantors in such terms as the Landlord (under this Lease) may reasonably require (vii) in the case of a subletting of the whole or any part of the Permitted Part not to sublet other than by a sublease which: (1) complies with the provisions mutatis mutandis of clauses 5.25.5(b)-(e) inclusive and subclauses 5.25.5(g) of this lease and (2) contains an absolute prohibition against the subtenant assigning part of the sublet premises or further subletting the whole or any part of the sublet premises (g) except on the basis so far as the Landlord and T▇▇▇▇▇ ▇▇▇ ▇▇▇▇ shall allow that no compensation shall be payable to the undertenant on determination of the underlease 5.25.6. 3.25.5 Not without the Landlord’s prior written consent such consent not to be unreasonably withheld or delayedwithheld: (a) 3.25.5.1 to vary the terms of any underlease or (b) 3.25.5.2 to agree any rent on review under any underlease or sublease and if the rent thereunder is to be determined by a third party in accordance with the conditions therein contained to procure that the Landlord’s representations as to the rent payable thereunder are made to that person to the reasonable satisfaction of the Landlord and to provide the Landlord with details of all rent reviews within one month of agreement or determination 5.25.7. In addition the foregoing provisions of this cause 5.25 shall also not apply to the Tenant nor to any undertenant or sub-tenant of the whole or a Permitted Part of the Premises granting an Assured Shorthold Tenancy under the Housing A▇▇ ▇▇▇▇ (as amended) of the fourth floor of the Premises for a fixed term not exceeding three years (to expire in any event on or before the expiration of the Contractual Term) at the full market rent provided that such Assured Shorthold Tenancy does not confer security of tenure on the tenant 5.25.8. The foregoing provisions of this clause 5.25 shall not apply to any parting with possession or occupation or sharing occupation of the Premises with any member of the group of companies (as defined in Section 42(1) of the Landlord and Tenant Act 1954) of which the Tenant is itself a member on the condition that: (a) No landlord and tenant relationship is created between the Tenant and such company (b) The possession or occupation shall forthwith be determined if the Tenant and the relevant member of the group shall cease for any reason whatsoever to be members of the same group of companies (c) On written request from the Landlord or its agents the Tenant shall supply in writing to the Landlord or its agents details of the identity, of any company as aforesaid let into possession or occupation 5.25.9. The foregoing provisions of sub-clause 5.25.8 shall apply mutatis mutandis to any permitted undertenant and any permitted sub-tenant