Assignment and Subletting. (a) Tenant shall not have the right to assign, transfer, mortgage or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises or any portion thereof, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, 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. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above. (b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease. (c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender. (d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.
Appears in 5 contracts
Sources: Lease Agreement (Savvis Communications Corp), Lease Agreement (Savvis Communications Corp), Lease Agreement (Savvis Communications Corp)
Assignment and Subletting. (a) Tenant shall not have the right to assignassign or sublet, transferwhether voluntarily or involuntarily or by operation of law, mortgage or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises or any portion thereof, 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 by Landlord. Except as expressly permitted under Section 15(d) below, no assignment or the transfer of any controlling or managing ownership or beneficial interest in Tenant shall constitute an assignment hereunder. If Tenant desires to assign this Lease or sublet any or all of the right Building, Tenant shall give Landlord written notice forty-five (45) days prior to the anticipated effective date of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by sublease. Landlord shall then have a period of thirty (30) days following receipt of such notice and all related documents and agreements associated with the assignment or sublease, including without limitation, the financial statements of any proposed assignee or subtenant, to notify Tenant of in writing that Landlord elects: (1) to permit Tenant to assign this Lease or its interest herein or sublease sublet such space, subject however to Landlord's prior written approval of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee subtenant and of any related documents or sublessee to enable Landlord to make agreements associated with the determination called for above.
(b) The consent assignment or sublease received by Landlord hereunder or reasonably requested by Land▇▇▇▇; (▇) to any disapprove such proposed assignment or subletting or (3) to terminate this Lease as of the date specified in Land▇▇▇▇'▇ ▇otice thereof. If Landlord should fail to notify Tenant in writing of such election, Landlord shall be deemed to have elected option (2). This Lease may not be construed as a waiver or release assigned by operation of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Leaselaw. Landlord’s consent to any Any purported assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with contrary to the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment hereof shall be subject and subordinate to this Lease void. If Tenant receives rent or other consideration for any such transfer in all respectsexcess of the Rent, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain in case of the Guarantor hereunder. Any such assignee or sublessee shall conduct sublease of a business in portion of the Premises which is a permitted use pursuant to Section 4 of this Lease andPremises, in the case excess of an assignment such assignee Rent that is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party fairly allocable to such subleaseportion, and (B) Landlord’s consent after appropriate adjustments to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean assure that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or all other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if payments required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periodshereunder are appropriately taken into account, Tenant shall have the right, without the consent pay Landlord one hundred percent (100%) of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.the
Appears in 4 contracts
Sources: Industrial Lease (Network Appliance Inc), Industrial Lease (Network Appliance Inc), Industrial Lease (Network Appliance Inc)
Assignment and Subletting. (a) Tenant shall not have the right to either voluntarily or by operation of law, assign, transfer, mortgage mortgage, pledge, or otherwise encumber this Lease or sublease any interest therein, and shall not sublet the said Premises or permit anyone any part thereof, or any right or privilege appurtenant thereto, or suffer any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use or occupy the said Premises or any portion thereof, without the prior written consent of LandlordLandlord first had and obtained, which consent shall not be unreasonably withheld; provided however, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no that Landlord in the exercise of its good faith business judgment may refuse to approve the assignment or transfer of sublease and shall promptly provide Tenant with the reasons for its refusal. In the event Tenant desires to assign this Lease or any interest therein or sublet all or part of the right Premises, Tenant shall give Landlord written notice thereof, which notice shall include (i) the name of occupancy hereunder may the proposed assignee, subtenant or occupant ("Transferee"), (ii) reasonable financial information regarding the Transferee, (iii) a description of the Transferee's business to be effectuated by operation carried on in the Premises, and (iv) the terms of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant sublease and a description of this Lease or its interest herein or sublease the portion of the Premises to be affected. Tenant shall also provide Landlord such additional information regarding the Transferee or any the proposed assignment or sublease as Landlord may reasonably request. Notwithstanding the foregoing, Tenant shall have the right to assign or sublet the premises, or a portion thereof thereof, to a wholly owned affiliated company or subsidiary, without the Landlord's consent. Tenant shall be required, however, to give written notice to Landlord in violation advance of such assignment or sublet and to prepare assignment or sublet agreements on forms that are reasonably satisfactory to Landlord. In no event shall such an assignment or sublet release Tenant from its obligations under the terms of this Section 15 Lease. Consent to one assignment, subletting, occupation or use by any other person shall not be deemed to a consent to any subsequent assignment, subletting, occupation or use by another person. Any assignment or subletting without such consent shall be void, and shall, at the option of the Landlord, constitute an Event of Default a default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.
Appears in 4 contracts
Sources: Office Building Lease (Fair Isaac & Company Inc), Office Building Lease (Fair Isaac & Company Inc), Office Building Lease (Fair Isaac & Company Inc)
Assignment and Subletting. Tenant acknowledges that Landlord has entered into this Lease based on the financial creditworthiness and business reputation of Tenant and that such was a material inducement to Landlord’s entering into Lease. Accordingly, Tenant shall not, either directly, or indirectly, or by operation of law or by merger, reorganization or otherwise:
(a) Tenant shall not have the right to assign, transfermortgage, mortgage pledge, encumber or otherwise encumber transfer this Lease Lease, the Term and estate hereby granted or sublease or any interest hereunder;
(b) permit anyone to use or occupy the Premises or any portion thereofpart to be utilized by anyone other than Tenant or
(c) sublet or hypothecate (all of which be hereafter referred to as a “Transfer”) the Premises or any part thereof without obtaining in each instance, without the prior Landlord’s written consent of Landlordconsent, which consent shall not may be unreasonably withheld, conditioned or delayed by in Landlord’s sole and absolute discretion. Except as expressly permitted under Section 15(d) below, no assignment or The transfer of this Lease any ownership interest in Tenant so as result in a change of control by way of merger, sale, reorganization, transfer of stock (except with respect to transfer of stock which is listed on a “National Securities Exchange” as defined in the Securities Exchange Act of 1934), sale of assets, appointment of a receiver or the right of occupancy hereunder may be effectuated take-over by operation of law governmental authorities or otherwise without the prior written consent shall be deemed a prohibited Transfer requiring Landlord’s consent. Transfer of Landlord. Any attempted assignment Tenant’s right to occupy or transfer by Tenant of this Lease use all or its interest herein or sublease any portion of the Premises or made without Landlord’s consent shall be null and void and confer no rights upon any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Leasethird person. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment Transfer of Tenant’s rights hereunder shall not constitute a waiver of the necessity for such consent to any subsequent attempted Transfer. Receipt by Landlord or subletting Rent due hereunder from any party other than Tenant shall not be construed as deemed to be a waiver or release consent to any such Transfer, nor relieve Tenant of Tenant from any and all liability its obligating to pay Rent for the performance full Tern of all covenants and obligations to be performed by Tenant under this Lease, nor Tenant shall have no claim and hereby waives the collection right to make claim against Landlord to damages by reason of refusal, withholding or acceptance delaying by Landlord of rent from any assignee, transferee or subtenant constitute consent to a waiver or release requested Transfer. Tenant agrees at the time of Tenant from any of its liabilities or obligations under this Lease. requesting Landlord’s consent to pay to Landlord an amount equal to Two Thousand and 00/100 Dollars ($2,000.00) to cover Landlord’s attorney fees and administrative expense for the review, processing or preparation of any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying document in connection with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant Transfer, such payment to Section 4 be made in consideration of this Lease and, in the case Landlord’s review and independent of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will regardless as to whether or not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Leaseis granted.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.
Appears in 4 contracts
Sources: Lease Agreement (Monro Muffler Brake Inc), Lease Agreement (Monro Muffler Brake Inc), Lease Agreement (Monro Muffler Brake Inc)
Assignment and Subletting. (a) SECTION 14.01. Tenant shall not have the right to assign, transfer, mortgage assign or otherwise encumber its interest in this Lease or in the Demised Premises, or sublease or permit anyone to use or occupy the Premises all or any portion thereofpart of the Demised Premises, or sublease all or any part of the Demised Premises, or allow any other person or entity (except Tenant's authorized representatives) to occupy or use all or any part of the Demised Premises without the first obtaining Landlord's prior written consent of Landlordconsent, which consent shall not be unreasonably withheldwithheld or delayed. Any assignment, conditioned encumbrance, or delayed by sublease without Landlord. Except as expressly permitted under Section 15(d) below, no assignment or transfer of this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the 's prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, shall be void and shall constitute an Event of Default under this Lease. No consent to any assignment, encumbrance, or sublease on any one occasion shall constitute a consent to any subsequent assignment, encumbrance or sublease, it being agreed that Tenant agrees to give Landlord at least twenty (20) days’ advance must first obtain Landlord's prior written notice consent on each occasion. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary, or by operation of Tenant’s intention to assign or transfer this Lease or to sublease the Premises law, or any portion thereofpartner or partners owning fifty (50%) percent or more of the partnership, along with reasonably sufficient information about or the proposed assignee dissolution of the partnership, shall be deemed an assignment and shall require Landlord's prior written consent. The sale of all or transferee substantially all of the assets or sublessee to enable Landlord to make capital stock of the determination called for above.Tenant, by way of merger or acquisition, shall not constitute an assignment requiring the consent of the Landlord..
(b) The consent by Landlord SECTION 14.02. With respect to any assignment proposed sublease or subletting assignment, Tenant shall not submit to Landlord all documents, information and agreements concerning the same, and prior to the effective date of any such sublease or assignment, Landlord shall have the option, exercisable in writing to Tenant, to recapture the within Lease so that such prospective sublessee or assignee shall then become the sole tenant of Landlord hereunder, or alternatively to recapture said space, and the within Tenant shall be construed as a waiver or release of Tenant fully released from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of hereunder. Landlord may condition its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting upon any matters or things required by Landlord as it shall not be construed as relieving Tenant determine in its reasonable discretion, including without limitation, Landlord's receipt of a satisfactory attornment from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect sublessee. Landlord may further condition its consent to any subsequent assignment subletting upon Landlord's receipt of a covenant by Tenant to pay to Landlord, in addition to the Rent reserved hereunder, fifty percent (50%) of any and all sums which Tenant may receive from such sublessee under the sublease, directly or indirectly, which are in excess of the Rent after deduction of the reasonable costs to Tenant of the subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such The assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease andassume, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes written instrument, all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is notthis Lease, and will a copy of such assumption agreement shall be furnished to Landlord within ten (10) days of its execution. The Tenant and each assignee shall be and remain liable for the observance of all the covenants and provisions of this Lease, including, but not becomelimited to, a party the payment of Rent reserved herein, through the entire Term of this Lease, as the same may be renewed, extended or otherwise modified.
SECTION 14.03. Tenant hereby immediately and irrevocably assigns to such subleaseLandlord, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the as security for Tenant's obligations of Landlord or Tenant under this Lease, any sublease which may be approved by Landlord and Landlord’s consent to all rights and remedies of Tenant under any such assignment or sublease sublease. Landlord shall not be construed to mean that Landlord has approved have any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that obligations under any such work sublease. Tenant agrees to execute and deliver to Landlord any and all documents requested by Landlord to evidence such assignment. Landlord, as assignee and as attorney-in-fact for Tenant, or as a receiver for Tenant appointed on Landlord's application, may collect the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, rent under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of any sublease and apply it toward Tenant's obligations under this Lease.
(c) If this Lease is SECTION 14.04. In any event, the acceptance by the Landlord of any rent from the assignee or shall be assigned by from any of the subtenants or the failure of the Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but insist upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the strict performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions covenants herein shall not release the Tenant herein or the Guarantor, if any, nor any assignee assuming this Lease, from any and all of the obligations herein during and for the entire Term of this Lease, .
SECTION 14.05. Landlord shall have no right of approval or recapture with respect to an assignment resulting from a merger of Tenant or from the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain sale of 50% or more of the Guarantor hereunderstock or assets of Tenant or from the assignment of this Lease to another financial institution as long as said financial institution has an equal or greater net worth as the Tenant.
Appears in 3 contracts
Sources: Lease (Yardville National Bancorp), Lease (Yardville National Bancorp), Lease (Yardville National Bancorp)
Assignment and Subletting. (a) Except as otherwise provided in the immediately following sentence, Tenant shall not have the right to assign, transfer, mortgage or otherwise encumber pledge this Lease Lease, or sublease sublet the Premises or any part thereof, or permit anyone to use any other person or occupy the Premises or any portion part thereof, without the prior written consent of Landlord, which such consent not to be unreasonably withheld or delayed. Such prior consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no required of Tenant makes an assignment or transfer of this Lease sublease to a subsidiary or the right of occupancy hereunder may be effectuated by operation of law affiliate or otherwise without the prior written consent of Landlord. Any attempted assignment other corporation or transfer partnership which is controlled by Tenant or Tenant’s principals, provided that prior to taking possession of this Lease or its interest herein or sublease any part of the Premises or any portion thereof in violation of this Section 15 shallPremises, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business sign an assumption agreement in the Premises which is a permitted use pursuant form satisfactory to Section 4 of this Lease andLandlord, in the case of an assignment whereby such assignee is or sublessee agrees to be bound by the terms and conditions of this Lease and assumes all Lease. Any such assignment or subletting, even with the consent of Landlord, shall not release Tenant from liability for payment of rent or any other charges hereunder or from any of the other obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and any additional consideration resulting from an assignment or subletting requiring Landlord’s prior consent in excess of the rent specified herein shall be additional rent hereunder due and payable to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this LeaseLandlord. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance acceptance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment rent from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all any additional consideration resulting from an assignment or subletting requiring Landlord prior consent in excess of the terms, conditions rent specified herein shall be additional rent hereunder due and payable to Landlord. The acceptance of rent from any other person shall not be deemed to be a waiver of any of the provisions of this LeaseLease or to be a consent to an assignment or subletting. Upon any assignment of this Lease or subletting of the Premises, a change in any respect of the Guaranty use of the Premises from the use actually employed by the original Tenant shall remain in full force and effect, and Savvis Communications Corporation shall remain require the Guarantor hereunderprior written consent of Landlord.
Appears in 3 contracts
Sources: Commercial Lease Agreement (Penn National Gaming Inc), Commercial Lease Agreement (Penn National Gaming Inc), Commercial Lease Agreement (Penn National Gaming Inc)
Assignment and Subletting. (a) A. Tenant shall agrees not have the right to assign, transfersublet, license, mortgage or otherwise encumber this Lease or sublease or permit anyone to use or occupy Agreement, the Premises Premises, or any portion part thereof, whether by voluntary act, operation of law, or otherwise, without the specific prior written consent of LandlordLandlord in each instance. If Tenant is a corporation or a partnership, which consent transfer of a controlling interest of Tenant shall be considered an assignment of this Lease Agreement for purposes of this Article. Consent by Landlord in one such instance shall not be unreasonably withhelda waiver of Landlord's rights under this Article as to requiring consent for any subsequent instance. In the event Tenant desires to sublet a part or all of the Premises, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no assignment or transfer of assign this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior Agreement, Tenant shall give written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees notice to give Landlord at least twenty thirty (2030) days’ advance written days prior to the proposed subletting or assignment, which notice shall state the name of Tenant’s intention to assign the proposed subtenant or transfer this Lease assignee, the terms of any sublease or to sublease assignment documents and copies of financial reports or other relevant financial information of the Premises proposed subtenant or assignee. At Landlord's option, any portion thereof, along with reasonably sufficient information about and all payments by the proposed assignee or transferee sublessee with respect to the assignment of sublease shall be paid directly to Landlord. In any event no subletting or sublessee assignment shall release Tenant of its obligation to enable Landlord pay the rent and to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and perform all liability for the performance of all covenants and other obligations to be performed by Tenant under hereunder for the Term of this Lease, nor shall the collection or Lease Agreement. The acceptance of rent by Landlord from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting other person shall not be construed as relieving Tenant from the obligation deemed to be a waiver by Landlord of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions provision hereof. Savvis Asset HoldingsAt Landlord's option, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain Landlord may terminate the Guarantor hereunder. Any such assignee or sublessee shall conduct a business Lease Agreement in the Premises which is a permitted use pursuant to Section 4 lieu of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain giving its consent to any proposed assignment from any such Lenderof this Lease Agreement or subletting of the Premises (which termination may be contingent upon the execution of a new lease with the proposed assignee or subtenant).
(d) Notwithstanding B. Landlord's right to assign this Lease Agreement is and shall remain unqualified upon any sale or transfer of the foregoingBuilding and, so long as Tenant is not in default providing the purchaser succeeds to the interests of Landlord under this Lease beyond any applicable notice and cure periodsAgreement, Tenant Landlord shall have the right, without the consent thereupon be entirely freed of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part all obligations of the Premises to: (a) (i) Landlord hereunder and shall not be subject to any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity liability resulting from the merger any act or consolidation of Savvis with another corporation omission or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided event occurring after such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderconveyance.
Appears in 3 contracts
Sources: Standard Office Lease Agreement (Sajan Inc), Lease Agreement (Health Fitness Physical Therapy Inc), Lease Agreement (Health Fitness Physical Therapy Inc)
Assignment and Subletting. (a) Tenant Lessee shall not have the right to assign, transfer, mortgage or otherwise encumber assign this Lease or sublease any interest therein, or permit anyone to use or occupy the Premises sublet all or any portion thereofof the Premises, or allow the use of any portion of the Premises by any third party, without the prior written consent of LandlordLessor in each instance, which consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, 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 Landlordwithheld for any reason. Any attempted assignment assignment, sublease or transfer by Tenant occupancy does not relieve Lessee from obtaining the consent in writing of this Lease Lessor to any further assignment, subletting or its interest herein occupancy, and does not release Lessee or sublease any guarantor from liability hereunder. Lessor may accept rent from any person or entity in possession of the Premises without the same being deemed consent to an assignment or sublease and without the same being deemed a release of Lessee or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any other party of its liabilities or obligations under this Lease. Landlord’s Lessee shall provide a copy of the proposed sublease or assignment instrument to Lessor when requesting consent and shall provide a copy of the executed sublease or assignment instrument to any Lessor after obtaining consent. Lessee shall pay to Lessor reasonable costs and expenses incurred by Lessor in reviewing a proposed sublease or assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent exceed Five Thousand Dollars ($5,000.00). In considering a request by Lessee for assignment or subletting, it shall be reasonable for Lessor to consider, among other things: (i) the financial record and capability of the proposed assignee or subleases, (ii) the business and personal reputation of the proposed assignee or sublessees and its principals, and (iii) the type of business to be carried on by the proposed assignee or sublessee. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such permitted assignee or sublessee hereunder shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is be bound by all of the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(cb) If Lessor shall have the right at any time to sell or convey the Premises subject to this Lease is or shall be assigned by Landlord to any Lender assign its rights, title and interest as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default Lessor under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in In the event of any assignmentsuch sale or assignment (other than a collateral assignment as security for an obligation of Lessor), sublettingLessor shall be relieved from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or other transfer under this Leaseliabilities accrued prior to the date of such assignment or sale, Savvis shall remain liable for performance and compliance with all of to the terms, conditions and provisions of this Lease, extent that the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderbuyer or assignee assumes such liabilities.
Appears in 3 contracts
Sources: Lease Agreement (Johnson Polymer Inc), Real Estate and Equipment Lease Agreement (Johnson Polymer Inc), Lease Agreement (Johnson Polymer Inc)
Assignment and Subletting. (a) Except as provided in Section (b) below, Tenant shall not have the right to assign, transfer, mortgage enter into nor permit any Transfer voluntarily or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises or any portion thereofby operation of law, without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Without limitation, conditioned Tenant agrees that Landlord’s consent shall not be considered unreasonably withheld if (i) the proposed transferee is an existing tenant of Landlord or delayed an affiliate of Landlord, (ii) the business, business reputation, or creditworthiness of the proposed transferee is unacceptable to Landlord, (iii) Landlord or an affiliate of Landlord has comparable space available for lease by the proposed transferee in the Development, or (iv) Tenant is in default under this Lease or any act or omission has occurred which would constitute a default with the giving of notice and/or the passage of time. A consent to one Transfer shall not be deemed to be a consent to any subsequent Transfer. In no event shall any Transfer relieve Tenant from any obligation under this Lease. Landlord. Except as expressly permitted under Section 15(d) below, no assignment or transfer ’s acceptance of Rent from any person shall not be deemed to be a waiver by Landlord of any provision of this Lease or the right of occupancy hereunder may to be effectuated by operation of law or otherwise without the prior written a consent of Landlordto any Transfer. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof Transfer not in violation of conformity with this Section 15 shall, 18 shall be void at the option of Landlord.
(b) Landlord’s consent shall not be required in the event of any Transfer by Tenant to an Affiliate provided that (i) the Affiliate has a tangible net worth at least equal to that of Tenant as of the date of this Lease, constitute (ii) Tenant provides Landlord notice of the Transfer at least 15 days prior to the effective date, together with current financial statements of the Affiliate certified by an Event executive officer of Default the Affiliate, and (iii) in the case of an assignment or sublease, Tenant delivers to Landlord an assumption agreement reasonably acceptable to Landlord executed by Tenant and the Affiliate, together with a certificate of insurance evidencing the Affiliate’s compliance with the insurance requirements of Tenant under this Lease.
(c) The provisions of subsection (a) above notwithstanding, if Tenant proposes to Transfer all of the Premises (other than to an Affiliate), Landlord may terminate this Lease, either conditioned on execution of a new lease between Landlord and the proposed transferee or without that condition. If Tenant proposes to enter into a Transfer of less than all of the Premises (other than to an Affiliate), Landlord may amend this Lease to remove the portion of the Premises to be transferred, either conditioned on execution of a new lease between Landlord and the proposed transferee or without that condition. If this Lease is not so terminated or amended, Tenant shall pay to Landlord, immediately upon receipt, the excess of (i) all compensation received by Tenant for the Transfer over (ii) the Rent allocable to the Premises transferred.
(d) If Tenant requests Landlord’s consent to a Transfer, Tenant shall provide Landlord, at least 15 days prior to the proposed Transfer, current financial statements of the transferee certified by an executive officer of the transferee, a complete copy of the proposed Transfer documents, and any other information Landlord reasonably requests. Immediately following any approved assignment or sublease, Tenant shall deliver to Landlord an assumption agreement reasonably acceptable to Landlord executed by Tenant and the transferee, together with a certificate of insurance evidencing the transferee’s compliance with the insurance requirements of Tenant under this Lease. Tenant agrees to give reimburse Landlord at least twenty (20) daysfor reasonable administrative and attorneys’ advance written notice fees in connection with the processing and documentation of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called Transfer for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. which Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Leaserequested.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.
Appears in 3 contracts
Sources: Lease Agreement (Free for All, Inc), Lease Agreement (Free for All, Inc), Lease Agreement (Free for All, Inc)
Assignment and Subletting. (a) Except for a Permitted Transfer (as defined below), Tenant shall not have the right to assign, transfer, mortgage or otherwise encumber assign this Lease or sublease or permit anyone to use or occupy the Premises or any portion thereofpart thereof or mortgage, pledge or hypothecate its leasehold interest or grant any concession or license within the Premises (any such assignment, sublease, mortgage, pledge, hypothecation, or grant of a concession or license being hereinafter referred to in this Section 18 as a “Transfer”) without the prior written consent of Landlord, Landlord (which consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(ddelayed) below, no assignment or transfer of this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise and any attempt to effect a Transfer without the prior written such consent of Landlord shall be void and of no effect. In order for Tenant to make a Transfer, Tenant must request in writing Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease ’s consent at least thirty (30) days in advance of the Premises or any portion thereof in violation date on which Tenant desires to make a Transfer and pay Landlord a $250.00 fee for reviewing such request (the “Review Fee”). Such request shall include the name of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make sublessee, current financial information on the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such proposed assignee or sublessee shall conduct a business and the terms of the proposed Transfer. Landlord shall, within ten (10) Business Days following receipt of such request, notify Tenant in the Premises which is a permitted use pursuant to Section 4 of this Lease and, writing that Landlord elects (1) except in the case of an assignment such assignee is bound by the terms and conditions of a Permitted Transfer (as defined below), to terminate this Lease and assumes all as to the space so affected as of the date so specified by Tenant, in which event Tenant will be relieved of all further obligations and liabilities of Tenant hereunder thereafter arising. In the case of a subleaseas to such space, (A2) Landlord is not, and will not become, a party to permit Tenant to assign or sublet such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted space in accordance with the terms provided to Landlord, or (3) to refuse consent to Tenant’s requested Transfer and to continue this Lease in full force and effect as to the entire Premises. If Landlord elects options (1) or (3) above, Landlord shall return the Review Fee to Tenant. If Landlord elects option (1) above, then Tenant may within ten (10) Business Days following Tenant’s receipt of Landlord’s notice to Tenant of such election, rescind its request for consent to the Transfer and this Lease shall continue in full force and effect. If Landlord elects to exercise option (2) above, Tenant agrees to provide, at its expense, direct access from any sublet space or concession area to a public corridor of the Building, and such other improvements, alterations or additions as may be required by applicable law. The prohibition against a Transfer contained herein shall be construed to include a prohibition against any Transfer by merger, sale of assets, sale of a controlling interest in stock or by operation of law. Notwithstanding the foregoing or anything else to the contrary in this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance if no Event of this Lease.
(c) If this Lease Default has occurred and is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periodscontinuing, Tenant shall have the right, subject to Section 18(b), to make a Transfer of this Lease without the prior written consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (aa “Permitted Transfer”) (i) to a parent or subsidiary of Tenant or any corporation entity under common control with Tenant or entity which controls Savvis in whole or in part; (ii) any corporation in connection with (A) the merger, acquisition, consolidation or entity resulting from reorganization of Tenant or (B) the merger sale of all or consolidation of Savvis with another corporation or entity or that acquires substantially all of Tenant’s assets, so long as, with respect to any Transfer referred to in the assets preceding clauses (i) and (ii), such transferee has a tangible net worth equal to the tangible net worth of SavvisTenant on the date of this Lease and the transferee intends to use the Premises in a comparable manner to Tenant’s use. Any assignment or sublease must be in writing and Tenant shall have provided Landlord with copy of the executed copy of assignment or sublease within ten (10) Business Days after the date of such sublease or assignment.
(b) Notwithstanding that the prior express written consent of Landlord to a Transfer may have been obtained under the provisions of Section 18(a) or that such permission is not required, the following shall apply to all Transfers:
(1) Tenant shall, in the case of an assignment, cause the assignee to expressly assume in writing and to agree to perform all of the covenants, duties and obligations of Tenant hereunder, and such transferee shall be jointly and severally liable therefor along with Tenant (i.e, Landlord’s consent to any Transfer shall not release Tenant from performing its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor);
(2) In the event that the rent or other consideration due and payable by a sublessee or assignee under any such permitted sublease or assignment exceeds the Rent for the portion of the Premises so transferred, then Tenant shall pay to Landlord, as additional Rent, fifty percent (50%) of all such excess rental and other consideration, after deducting the amortized costs incurred by Tenant in connection with the sublease or assignment (which may include, without limitation, marketing costs, rent abatement, construction allowances, brokerage fees and attorneys’ fee), which costs shall be amortized over the term of the Transfer, immediately upon receipt thereof by Tenant from such transferee;
(3) No usage of the Premises different from the usage herein permitted to be made by Tenant shall be permitted, and all of the terms and provisions of this Lease shall continue to apply after a Transfer; and
(4) Any such transferee’s obligations shall include, without limitation, the obligation to pay Rent as to the portion of the Premises subject to the Transfer, and Landlord shall be permitted to enforce the provisions of this Lease against the undersigned Tenant or any transferee, or both, without demand upon or proceeding in any way against any other persons. Landlord may collect Rent directly from the transferee and apply the net amount collected to the Rent reserved in this Lease, without the requirement of any consent or approval from Tenant.
(iiic) The consent by Landlord to a particular Transfer shall not be deemed a consent to any corporation other subsequent Transfer. If this Lease, the Premises or entity controlled the Tenant’s leasehold interest therein, or if any portion of the foregoing is transferred, or if the Premises are occupied in whole or in part by Savvis anyone other than Tenant without the prior consent of Landlord as provided herein, Landlord may nevertheless collect rent from the transferee or other occupant and apply the net amount collected to the Rent payable hereunder, but no such transaction or collection of rent or application thereof by Landlord shall be deemed a waiver of the provisions hereof or a release of Tenant from the further performance by Tenant of its covenants, duties and obligations hereunder.
(each d) No assignee or subtenant of the Premises shall be a then-existing tenant or occupant of the Building or a person or entity with whom Landlord is then dealing with regard to leasing space in the Building or with whom Landlord has had any dealings with the past six months with regard to leasing space in the Building, unless Landlord does not have suitable space within the Complex to accommodate such party’s needs.
(i)-(iiie) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for For purposes of avoiding this Section 18, and in addition to any other reasonable grounds for denial, Landlord’s consent to a Transfer will be deemed reasonably withheld if, in Landlord’s good faith judgment, any one or more of the performance of Savvis’ following apply: (a) the proposed transferee does not have the financial strength to perform the Tenant’s obligations hereunder or under this Lease; (b) enter into the business and operations of the proposed transferee are not of comparable quality to the business and operations being conducted by other tenants in the Building; (c) either the proposed transferee, or any collocation Affiliate of the proposed transferee, occupies or similar is negotiating with Landlord to lease space in the Building, subject, however, to the provisions of Section 18(d) above; (d) the proposed transferee does not have a good business reputation; (e) the proposed use agreement (however denominated). As used in this Section 15; “control” shall mean of the power to direct Premises by the proposed transferee may or will cause the direction Building or Complex or any part thereof not to conform with any so-called green/LEED program(s) undertaken or maintained by Landlord; (f) the presence in the Premises of the day to day management proposed transferee would, in Landlord’s reasonable judgment, impact the Building or the Complex in a negative manner; (g) if the subject space is only a portion of the Premises and policies the physical subdivision of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directorsportion is, or otherwise. Notwithstanding would render the foregoingPremises, not regular in the event shape with appropriate means of any assignment, sublettingingress and egress and facilities suitable for normal renting purposes, or other transfer is otherwise not readily divisible from the Premises; (h) the Transfer would require alterations to the Building or the Complex to comply with applicable Laws; (i) the transferee is a government (or agency or instrumentality thereof); or (j) an Event of Default exists under this Lease, Savvis shall remain liable for performance Lease and compliance with all of has not been waived by Landlord at the terms, conditions and provisions of this Lease, time Tenant requests consent to the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderproposed Transfer.
Appears in 3 contracts
Sources: Office Lease Agreement, Office Lease Agreement (Aptinyx Inc.), Office Lease Agreement (Aptinyx Inc.)
Assignment and Subletting. (a) A. Tenant shall agrees not have the right to assign, transfersublet, license, mortgage or otherwise encumber this Lease or sublease or permit anyone to use or occupy Agreement, the Premises Premises, or any portion part thereof, whether by voluntary act, operation of law, or otherwise, without the specific prior written consent of LandlordLandlord in each instance, which consent Landlord shall not unreasonably withhold, condition or delay. If Tenant is a corporation, partnership or other legal entity, transfer of a controlling interest of Tenant shall be considered an assignment of this Lease Agreement for purposes of this Article, provided, however, an assignment or sublet to an affiliate will not require Landlord’s consent. Consent by Landlord in one such instance shall not be unreasonably withheld, conditioned or delayed by a waiver of Landlord’s rights under this Article as to requiring consent for any subsequent instance. Except as expressly permitted under Section 15(d) below, no In connection with any assignment or transfer of this Lease Agreement or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease subletting of the Premises made or any portion thereof in violation requested by Tenant, Tenant shall pay Landlord (i) a processing fee of this Section 15 shall, at the option of $500.00 and (ii) all out-of-pocket costs incurred by Landlord, constitute an Event including reasonable attorneys’ fees. In the event Tenant desires to sublet a part or all of Default the Premises, or assign this Lease Agreement, Tenant shall give written notice to Landlord at least thirty (30) days prior to the proposed subletting or assignment, which notice shall state the name of the proposed subtenant or assignee, the terms of any sublease or assignment documents and copies of financial reports or other relevant financial information of the proposed subtenant or assignee. If any Tenant default has occurred under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or , any portion thereof, along with reasonably sufficient information about and all payments by the proposed assignee or transferee subtenant with respect to the assignment or sublessee sublease shall be paid directly to enable Landlord to make the determination called for above.
(b) The consent by Landlord to Landlord. In any event no assignment or subletting shall not be construed as a waiver or release Tenant of Tenant from any its obligation to pay the rent and to perform all liability for the performance of all covenants and other obligations to be performed by Tenant under hereunder for the Term of this Lease, nor shall the collection or Lease Agreement. The acceptance of rent by Landlord from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting other person shall not be construed as relieving Tenant from the obligation deemed to be a waiver by Landlord of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions provision hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) At Landlord’s consent to such sublease does not create a contractual relationship between option, Landlord and such sublessee, nor does it create any liability may terminate the Lease Agreement in lieu of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain giving its consent to any proposed assignment from any such Lenderof this Lease Agreement or subletting of the Premises (which termination may be contingent upon the execution of a new lease with the proposed assignee or subtenant); provided that this recapture right will only apply in instances of an assignment of Lease or a sublease of the entire Premises for the entire remaining term.
(d) Notwithstanding B. Landlord’s right to assign this Lease Agreement is and shall remain unqualified upon any sale or transfer of the foregoingBuilding and, so long as Tenant is not in default providing the purchaser succeeds to the interests of Landlord under this Lease beyond any applicable notice and cure periodsAgreement, Tenant Landlord shall have the right, without the consent thereupon be entirely freed of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part all obligations of the Premises to: (a) (i) Landlord hereunder and shall not be subject to any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity liability resulting from the merger any act or consolidation of Savvis with another corporation omission or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided event occurring after such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderconveyance.
Appears in 3 contracts
Sources: Lease Agreement, Standard Office Lease Agreement (Virtual Radiologic CORP), Standard Office Lease Agreement (Virtual Radiologic CORP)
Assignment and Subletting. (a) Tenant shall not have the right to assign, transfer, mortgage or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises or any portion thereofnot, without the prior written consent of Landlord, Landlord (which consent shall will not be unreasonably withheldwithheld provided no Tenant default exists), conditioned (i) assign, transfer, convey or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no assignment or transfer of mortgage this Lease or the right any interest hereunder; (ii) suffer to occur or permit to exist any assignment of occupancy hereunder may be effectuated this Lease, or any lien or charge upon T▇▇▇▇▇’s interest, involuntarily or by operation of law law; (iii) sublet the Premises or otherwise without any part thereof, or (iv) permit the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease use of the Premises or any portion part thereof in violation by any parties other than Tenant and its employees. Any such action on the part of this Section 15 shallTenant shall be void and of no effect. L▇▇▇▇▇▇▇’s consent to any assignment, subletting or transfer or Landlord’s election to accept any assignee, subtenant or transferee as the tenant hereunder and to collect rent from such assignee, subtenant or transferee shall be at the option of Landlord, constitute an Event of Default ’s sole and exclusive discretion and shall not release Tenant or any subsequent tenant from any covenant or obligation under this Lease. Tenant agrees L▇▇▇▇▇▇▇’s consent to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign any assignment, subletting or transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future assignment, subletting, or transfer. In no event shall this Lease be assigned or assignable by voluntary or involuntary bankruptcy proceedings or otherwise, and in no event shall this Lease or to sublease the Premises any rights or privileges hereunder be an asset of Tenant under any portion thereofbankruptcy, along with reasonably sufficient information about the proposed assignee insolvency or transferee or sublessee to enable Landlord to make the determination called for abovereorganization proceedings, except as provided by law.
(b) The consent by Landlord At least 60 days prior to any assignment proposed subletting or subletting assignment, Tenant shall not be construed as submit to Landlord a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. statement seeking Landlord’s consent to any and containing the name and address of the proposed subtenant or assignee, the terms of the proposed sublease or assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, and such financial and other information with respect to the proposed subtenant or assignee as Landlord reasonably may request. Landlord shall indicate its consent or non consent within 15 days of its receipt of said statement and all financial and other information requested by Landlord.
(c) In addition to withholding its consent, Landlord shall have the additional right to terminate this Lease as to that portion of the Premises which Tenant seeks to assign or sublet, whether by requesting Landlord’s consent thereto or otherwise. Landlord may exercise such right to terminate by giving written notice to Tenant at any subsequent time prior to L▇▇▇▇▇▇▇’s written consent or non-consent to such assignment or sublettingsublease. Any In the event that Landlord exercises such sublease or assignment right to terminate, Landlord shall be subject and subordinate entitled to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. recover possession of such portion of the Premises on the later of (“Savvis”i) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any proposed date for possession by such assignee or sublessee shall conduct a business subtenant, or (ii) 90 days after the date of Landlord’s notice of termination to Tenant.
(d) In the event that Landlord fails to exercise its termination right and its right to withhold its consent as set forth in the Premises which is a permitted use pursuant to Section 4 of this Lease andpreceding paragraph, and in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) event that Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent consents to any assignment or sublease does not affect of any portion of the obligations Premises, as a condition of Landlord’s consent, if Landlord so elects to consent, Tenant shall pay to Landlord 90% of all profit derived by Tenant from such assignment or sublease. Tenant under this Leaseshall furnish Landlord with a sworn statement, certified by an independent certified public accountant, setting forth in detail the computation of profit (which computation shall be based upon generally accepted accounting principles), and Landlord’s consent , or its representatives, shall have access to the books, records and papers of Tenant in relation thereto, and to make copies thereof. Any rent in excess of that paid by Tenant hereunder realized by reason of such assignment or sublease sub lease shall not be construed deemed an item of such profit. If a part of the consideration for such assignment shall be payable other than in cash, the payment to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must shall be conducted payable in accordance with the terms foregoing percentage of this Leasethe cash and other non cash considerations in such form as is satisfactory to Landlord. The foregoing Such percentage of Tenant’s profits shall not be construed paid to Landlord promptly by Tenant upon T▇▇▇▇▇’s receipt from time to time of periodic payments from such assignee or subtenant or at such other earlier time as limiting Tenant shall realize its profits from such assignment or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Leasesublease.
(ce) If Tenant shall assign this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loanpermitted herein, the consent assignee shall expressly assume all of the obligations of Tenant hereunder in a written instrument satisfactory to Landlord and furnished to Landlord not later than fifteen (15) days prior to the effective date of the assignment. If Tenant shall sublease the Premises as permitted herein, Tenant shall obtain and furnish to Landlord, not later than fifteen (15) days prior to the effective date of such Lender (if required by sublease and in form satisfactory to Landlord, the terms written agreement of such subtenant to the applicable loan documents) shall be requiredeffect that the subtenant will attorn to Landlord, when applicableat Landlord’s option and written request, in the same manner as and in addition to any consents by Landlord under event this Lease terminates before the terms expiration of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lenderthe sublease.
(df) Notwithstanding the foregoing, so long as If Tenant is not a corporation, a change or series of changes in default ownership of stock which would result in direct or indirect change in ownership by the stockholders or an affiliated group of stockholders of more than forty nine percent (49%) of the outstanding stock as of the date of the execution and delivery of this Lease shall be deemed to be a transfer of this Lease for the purpose of Paragraph 15(a). If Tenant is a partnership, joint venture, or a limited liability company, any transaction or series of transactions (including, without limitation, any withdrawal or admittance of a partner, or a member, as the case may be, or any change in any partner’s or member’s interest, as the case may be, in Tenant, whether voluntary, involuntary or by operation of law, or any combination of any of the foregoing transactions) resulting in the transfer of control of Tenant, shall be deemed to be a transfer of T▇▇▇▇▇’s interest under this Lease beyond any applicable notice and cure periods, Tenant shall have for the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominatedParagraph 15(a). As The term “control” as used in this Section 15; “control” shall mean Paragraph 15(f) means the power to directly or indirectly direct or cause the direction of the day to day management and or policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderTenant.
Appears in 3 contracts
Sources: Office Lease Agreement (Semper Paratus Acquisition Corp), Office Lease Agreement (Semper Paratus Acquisition Corp), Office Lease Agreement (Semper Paratus Acquisition Corp)
Assignment and Subletting. (a) Except as herein provided, Tenant shall may not have the right to assign, transfer, mortgage or otherwise encumber assign this Lease in whole or sublease or permit anyone to use or occupy the Premises in part, nor sublet all or any portion thereofof the Premises, without the prior written consent of LandlordLandlord in each instance, which consent shall not be unreasonably withheld, conditioned or delayed by Landlordand shall be deemed granted if not given or denied in writing within thirty (30) days from Tenant’s written request therefor. Except as expressly permitted under Section 15(d) belowFurther, no notwithstanding the foregoing, such consent shall not be required if such assignment or transfer sublease is from Tenant to a wholly owned subsidiary of this Lease Tenant or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice a wholly owned subsidiary of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereofparent, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) if any. The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s the necessity for such consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease No assignment, under letting, occupancy or assignment collection shall be subject 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 subordinate to this Lease in all respectsand the leasehold estate created hereunder to institutional lenders providing financing to Tenant, and to Tenant’s parent, if any, or to any amendments, modifications, renewals, extensions subsidiary or expansions hereofaffiliate of Tenant. Savvis Asset Holdings, Inc. (“Savvis”) Tenant shall remain primarily fully liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of on this Lease and assumes all shall not be released from performing any of the obligations terms, covenants and liabilities conditions hereof or any rents or other sums to be paid hereunder. Tenant acknowledges and agrees that any and all right and interest of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is notin and to the Premises, and will not become, a party to such sublease, all right and (B) Landlord’s consent to such sublease does not create a contractual relationship between interest of the Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under in this Lease, and Landlord’s consent to such assignment may be conveyed, assigned or sublease shall not be construed to mean that encumbered at the sole discretion of the Landlord has approved at any plans or specifications for renovations time. In addition, notwithstanding the foregoing to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periodscontrary, Tenant shall have the right, without the consent of Landlord but upon prior written notice right to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, license or sublet the whole all or part any portion of the Premises to: (a) (i) any to a physician, physician group, professional corporation or other entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power licensed to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, practice medicine in the event of any assignmentState where the Premises are located or to such other individuals or entities providing health-related services, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderwithout first obtaining Landlord’s prior consent.
Appears in 3 contracts
Sources: Lease (Radiation Therapy Services Holdings, Inc.), Lease (Radiation Therapy Services Holdings, Inc.), Lease (Radiation Therapy Services Holdings, Inc.)
Assignment and Subletting. (a) 12.01 Tenant shall may not have the right to assign, transfer, mortgage or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises or any portion thereof, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, 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. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease sublet the Premises or any portion thereofpart thereof unless it first has obtained Landlord’s prior written consent in its discretion; provided, along with reasonably sufficient information about that Tenant may sublet the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord Premises to any wholly-owned subsidiary or to any affiliate controlled by or under common control with Tenant without Landlord’s consent. In the event of any such permitted assignment or subletting, Tenant and any Guarantors of this Lease shall nevertheless at all times remain fully responsible and liable for the payment of rent and the performance and observance of all of Tenant’s other obligations under the terms, 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. Upon the occurrence of an event of default, if all or any part of the Premises are then assigned or sublet, Landlord, in addition to any other remedies provided by this Lease or by law, may, at its option, collect directly from the assignee or subtenant all rent becoming due to Landlord by reason of the assignment or subletting. Any collection by Landlord from the assignee or subtenant shall not be construed as to constitute a waiver novation or release of Tenant from any and all liability for the further performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. In the event Landlord consents to Tenant assigning or subletting all or a portion of the Premises for which Landlord’s consent is required, then any rent accruing to Tenant as the result of such subletting, which rent is in excess of the rent then being paid by Tenant, and any assignment other economic consideration received by or to be received by Tenant in connection with any subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject paid to Landlord as Additional Rent. In the event Landlord consents to Tenant assigning or subletting all or a portion of the Premises, (i) both Tenant and subordinate to this Lease in the subtenant shall be held responsible under all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease including but not limited to the Rules and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is notRegulations, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation right to extend or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer option under this LeaseLease shall terminate unless, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Leasehowever, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderassignee or subtenant is an affiliate or subsidiary of Tenant.
Appears in 3 contracts
Sources: Office Lease Agreement (Apellis Pharmaceuticals, Inc.), Office Lease Agreement (Apellis Pharmaceuticals, Inc.), Office Lease Agreement (Apellis Pharmaceuticals, Inc.)
Assignment and Subletting. (a) A. Tenant shall not have the right to assign, transfer, mortgage or otherwise encumber assign nor in any other way transfer this Lease or sublease or permit anyone to use or occupy any interest therein, nor sublet the Leased Premises or any portion part or parts thereof, nor permit occupancy by anyone with, through, or under it, without the prior previous written consent of the Landlord, which consent shall not be unreasonably withheld, conditioned withheld or delayed delayed. Consent by Landlord. Except as expressly permitted under Section 15(d) below, no assignment the Landlord to one or transfer more assignments or subletting of this Lease or the right Leased Premises shall not operate as a waiver of occupancy Tenant's rights as to any subsequent assignments or subletting. The Tenant specifically understands and agrees that any assignment or sublease shall in no way release (unless by written agreement) the Tenant of any of its obligations and covenants under this Lease, nor should said assignment or sublease be construed or taken as a waiver of any of the Landlord's rights or remedies hereunder may be effectuated against or as relating to the Tenant. It is the specific understanding and intention of the parties that in the event the Tenant's interest herein is assigned or sublet either through the provisions of this Article, by operation of law or otherwise without otherwise, the prior written consent of Landlord. Any attempted assignment Tenant shall not monetarily benefit from an increase in the Rental or transfer other considerations paid by Tenant of this Lease the assignee or its interest herein or sublease of subtenant over and above the Premises or any portion thereof Rental provided for in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by event the terms of the applicable loan documents) assignment or sublease provide for an increase in Rental over and above the rental provided for herein, or in the event the Tenant receives, or is entitled to receive, a bonus or consideration from the assignee or subtenant in consideration of said assignment or sublease, such increased Rental, bonus, or consideration shall be requiredpaid directly to the Landlord by either the Tenant and/or the assignee or sublessee, when applicable, in as the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periodscase may be; however, Tenant shall have the right, without prior to the consent payment to the Landlord of Landlord the increased Rental, bonus, or consideration to deduct therefrom any and all costs incurred by Tenant in acquiring such assignee or sublessee, including but upon prior written notice not limited to Landlordleasing commissions, advertising costs, and in accordance with changes or Improvements to the other provisions of this Section 15 as if consent were requiredLeased Premises.
B. Notwithstanding the above, the Tenant has the right to assign this Leaseor sublease to a corporation which is the parent or subsidiary of or is controlled by Tenant, or sublet the whole to a corporation resulting from any reorganization or part merger to which Tenant or its parent or any of the Premises to: (a) (i) its subsidiaries or any corporation or entity which controls Savvis in whole or in partcontrolled by it is a party; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”)provided further, provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoinghowever, in the event of any assignmentassignment or sublease by Tenant, subletting, or other transfer under this Lease, Savvis Tenant shall remain primarily liable and responsible for the faithful performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty use of the Leased Premises shall remain in full force and effectbe substantially the same, and Savvis Communications Corporation shall remain the Guarantor hereunderTenant gives the Landlord written Notice of all particulars of the assignment or sublease.
Appears in 3 contracts
Sources: Lease Agreement (Allscripts Inc /Il), Lease Agreement (Allscripts Inc /Il), Lease Agreement (Allscripts Inc /Il)
Assignment and Subletting. (a) Except as provided below, Tenant shall not have the right to assign, transfer, mortgage or otherwise encumber assign this Lease or sublease or permit anyone to use or occupy the Premises or any portion part thereof, without the Landlord’s prior written consent of Landlordconsent, which consent shall not be unreasonably withheld, conditioned or delayed by delayed, and any attempt to do so without Landlord’s consent shall be void and of no effect. Except as expressly permitted under Section 15(d) belowFurthermore, no Tenant shall not mortgage, or pledge, its leasehold interest in this Lease. It shall be reasonable for the Landlord to withhold, delay or condition consent to any assignment or sublease if the intended use of the Premises by the assignee or sublessee would impact the operations of other tenants, their use of the Project, or impair Landlord’s ability to re-lease other space in the Building or Project. Tenant shall provide to Landlord all information concerning the assignee or sublessee as Landlord may reasonably request, and any approved assignment or sublease shall be (i) expressly subject to the terms and conditions of this Lease, and (ii) revocable if there is an uncured Event of Default, either at the time of notice or as of the effective date of the assignment or sublease. For purposes of this Paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the right of occupancy hereunder may be effectuated Premises, or any part thereof, to any entity controlling Tenant, controlled by operation of law Tenant or otherwise under common control with Tenant (a “Tenant Affiliate”), without the prior written consent of Landlord. Any attempted Landlord may charge Tenant $1,500 in connection with any assignment or transfer by sublease for which ▇▇▇▇▇▇▇▇’s consent is required. This Lease shall be binding upon Tenant and its successors and permitted assigns. Upon ▇▇▇▇▇▇▇▇’s receipt of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance ▇▇▇▇▇▇’s written notice of Tenant’s intention a desire to assign or transfer sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days, terminate this Lease or as of the commencement date specified in Tenant’s notice, with respect to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to space described in Tenant’s notice. Notwithstanding any assignment or subletting subletting, Tenant and any guarantor of Tenant’s obligations shall not be construed as a waiver or release of Tenant from any and all liability remain liable for the performance payment of the Base Rent, Taxes, Monthly FOE and any other amounts due, and compliance with all covenants and of Tenant’s obligations to be performed under this Lease (regardless of whether Landlord’s approval has been obtained for any such assignment or subletting). In the event that the rent due by Tenant a sublessee or assignee exceeds the rental payable under this Lease, nor then Tenant shall the collection or acceptance of pay to Landlord all such excess as additional rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Leasewithin 10 days following receipt by Tenant. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is assigned or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: are subleased (a) (i) any corporation or entity which controls Savvis whether in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes or if the Premises are occupied by anyone other than Tenant, then upon an Event of avoiding Default Landlord may collect rent from any occupant and, except to the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, extent set forth in the event of any assignmentpreceding paragraph, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of apply the terms, conditions and provisions of this Lease, amount collected to the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor next rent payable hereunder.
Appears in 3 contracts
Sources: Lease Agreement (Lakeside Holding LTD), Lease Agreement (Lakeside Holding LTD), Lease Agreement (Lakeside Holding LTD)
Assignment and Subletting. No assignment of this Lease or sublease of all or any part of the Premises shall be permitted, except as provided in this Section 16.
(a) Tenant shall not have the right to assign, transfer, mortgage or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises or any portion thereofnot, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned assign or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no assignment or transfer of hypothecate this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its any interest herein or sublease of sublet the Premises or any portion thereof in violation part thereof, or permit the use of this Section 15 the Premises by any party other than Tenant. Any of the foregoing acts without such consent shall be void and shall, at the option of Landlord, constitute an Event of Default under terminate this Lease. This Lease shall not, nor shall any interest of Tenant agrees herein, be assignable by operation of law without the written consent of Landlord, which shall not be unreasonably withheld.
(b) If at any time or from time to time during the Term Tenant desires to assign this Lease or sublet all or any part of the Premises, Tenant shall give notice to Landlord at least setting forth the terms and provisions of the proposed assignment or sublease, and the identity of the proposed assignee or subtenant. Tenant shall promptly supply Landlord with such information concerning the business background and financial condition of such proposed assignee or subtenant as Landlord may reasonably request. Landlord shall have the option, exercisable by notice given to Tenant within twenty (20) days’ advance written notice of days after Tenant’s intention notice is given, either to sublet such space from Tenant at the rental and on the other terms set forth in this Lease for the term set forth in Tenant’s notice, or, in the case of an assignment, to terminate this Lease. If Landlord does not exercise such option, Tenant may assign the Lease or sublet such space to such proposed assignee or subtenant on the following further conditions:
(i) Landlord shall have the right to approve such proposed assignee or subtenant, and will not unreasonably withhold approval;
(ii) The assignment or sublease shall be on the same terms as this lease. No assignment or sublease shall be valid and no assignee or subtenant shall take possession of the Premises until an executed counterpart of such assignment or sublease has been delivered to Landlord;
(iii) No assignee or subtenant shall have a further right to assign or transfer sublet except on the terms herein contained;
(c) Notwithstanding the provisions of paragraphs a and b above, Tenant, upon written notice to Landlord, may assign this Lease or to sublease sublet the Premises or any portion thereof, along without Landlord’s consent and without extending any recapture or termination option to Landlord, to any corporation which controls, is controlled by or is under common control with reasonably sufficient information about Tenant, or to any corporation resulting from a merger or consolidation with Tenant, or to any person or entity which acquires assets of Tenant’s business as a going concern, provided that (i) the proposed assignee or transferee or sublessee to enable Landlord to make subtenant assumes, in full, the determination called for aboveobligations of Tenant under this Lease, (ii) Tenant remains fully liable under this Lease, and (iii) the use of the Premises under Section 9 remains unchanged.
(bd) No subletting or assignment shall release Tenant of Tenant’s obligations under this Lease or alter the primary liability of Tenant to pay the Rent and to perform all other obligations to be performed by Tenant hereunder. The consent acceptance of Rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision herein. Consent to one assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s deemed consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any In the event of default by an assignee or subtenant of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such sublease assignee, subtenant or assignment shall be subject and subordinate successor. Landlord may not consent to this subsequent assignments of the Lease in all respectsor subletting or amendments or modifications to the Lease with assignees of Tenant, without notifying Tenant, or any successor of Tenant, and to without obtaining its or their consent thereto and any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease actions shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms relieve Tenant of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, liability under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(ce) If this Tenant assigns the Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, sublets the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without Premises or requests the consent of Landlord but to any assignment or subletting or if Tenant requests the consent of Landlord for any act that Tenant proposes to do, then Tenant shall, upon prior written notice to Landlorddemand, pay Landlord an administrative fee of One Hundred Fifty and No/100 Dollars ($150.00) plus any attorneys’ fees reasonably incurred by Landlord in accordance connection with the other provisions of this Section 15 as if consent were required, to assign this Lease, such act or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderrequest.
Appears in 3 contracts
Sources: Office Lease (Arcadia Biosciences, Inc.), Office Lease (Arcadia Biosciences, Inc.), Office Lease (Arcadia Biosciences, Inc.)
Assignment and Subletting. (a) Tenant shall not have sublet all or part of the right to Premises or assign, transfer, mortgage mortgage, pledge or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises or any portion thereofinterest therein, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, 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. Any attempted assignment or transfer attempt by Tenant of this Lease to sublease all or its interest herein or sublease part of the Premises or to assign, transfer or encumber 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 portion thereof such actual or attempted assignment or sublease, whether consented to by Landlord or mandated by judicial intervention, including without limitation any amounts in violation excess of this Section 15 shallthe Base Rent, at and ▇▇▇▇▇▇ agrees to deliver to Landlord such amounts within ten (10) days after receipt. Landlord may collect any such amounts directly from such assignee, subtenant or transferee and apply the option same against the Base Rent and Additional Rent due Landlord hereunder. No such collection shall constitute a novation or a release of LandlordTenant from the further performance of ▇▇▇▇▇▇’s obligations hereunder. Any subletting or assignment hereunder shall not release or discharge Tenant of or from any liability, constitute an Event of Default whether past, present or future, under this Lease, and Tenant shall continue fully liable thereunder. Tenant agrees The subtenant or subtenants or assignee shall agree in a form satisfactory to give Landlord at least twenty (20) days’ advance written notice to comply with and be bound by all of Tenant’s intention to assign or transfer the terms, covenants, conditions, provisions and agreements of this Lease to the extent of the space sublet or assigned, and Tenant shall deliver to Landlord promptly after execution an executed copy of each such sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee assignment and an agreement of compliance by each such subtenant or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent assignee. Consent by Landlord to any assignment of this Lease or to any subletting of the Premises shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant Landlord’s rights under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed Article 10 as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.
Appears in 2 contracts
Sources: Lease Agreement (Lakeside Holding LTD), Lease Agreement (Lakeside Holding LTD)
Assignment and Subletting. (a) 14.1 Tenant shall will not have assign this Lease, or any interest therein, and will not sublet the Premises, or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person to assignoccupy or use the Premises, transfer, mortgage or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises or any portion thereof, without first requesting the prior written consent of Landlord, which consent shall in writing, not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no more than 120 but not less than 30 days before the effective date of such assignment or transfer sublease, and obtaining such consent in writing. Any request by Tenant for Landlord’s consent to a sublease or assignment must be accompanied by a copy of the proposed sublease or assignment agreement and reasonably detailed information and documentation, including current financial statements, regarding the proposed sublessee or assignee. Landlord agrees not to unreasonably withhold consent to any such assignment of this Lease or subletting of the right Premises (except for any extension or expansion options or any rights of occupancy hereunder first refusal or first offer for which consent may be effectuated by operation withheld in Landlord’s sole and absolute discretion), provided Tenant requests the same in writing and provided (i) at the time of law Tenant’s request for consent and also at the commencement of the proposed sublease or otherwise without assignment, Tenant is not in default under this Lease, (ii) Landlord, in its reasonable discretion, determines that the prior written consent proposed use of the Premises, and the reputation, business, and financial responsibility of the proposed assignee or sublessee, are satisfactory to Landlord. Any attempted ; (iii) Landlord reasonably determines that the proposed sublease or assignment would not violate the Entity Prohibition set forth below in this Paragraph 14.1, (iv) any assignee or transfer by Tenant sublessee expressly assumes all the obligations of this Lease on Tenant’s part to be performed, (v) such consent, if given, will not release Tenant of any of its obligations under this Lease, including without limitation, its obligation to pay rent, (vi) a consent to one assignment or subletting will not be deemed to be a consent to any subsequent assignment or subletting, (vii) the proposed assignee or sublessee is not a tenant in the Building, or the subtenant or assignee of any such tenant, (viii) the proposed assignee or sublessee is not a person or entity with whom Landlord or its interest herein agent is then negotiating or sublease to or from whom Landlord or its agent has given or received any written or oral proposal within the past 12 months regarding a lease of space in the Building, and (ix) the proposed sublessee or assignee is not a government entity. If (I) the Premises or any portion thereof in violation is located on a floor of this Section 15 shallwhich Citigroup Global Markets Inc. or its affiliates or their respective successors or assigns now or hereafter leases 25% or more of the rentable space, at Tenant will thereupon, and without notice, be prohibited from subleasing any such portion of the option of LandlordPremises, constitute an Event of Default under or assigning this Lease. Tenant agrees , to give Landlord at least twenty (20) days’ advance written notice any entity now or hereafter engaged primarily in the business of Tenant’s intention to assign securities brokerage or transfer this Lease investment banking; or to sublease II the Premises or any portion thereofthereof is located on the first floor of the Building, along with reasonably sufficient information about Tenant is prohibited from subleasing any such portion of the proposed assignee Premises, or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under assigning this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment entity now or subletting shall hereafter engaged primarily in the business of securities brokerage or investment banking, or a national bank (collectively, the “Entity Prohibition”); provided, however, that the foregoing prohibitions in this sentence will not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) aboveapply to a Permitted Affiliated Transfer (defined below). Landlord represents that, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities date of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment neither Citigroup Global Markets Inc. nor its affiliates or sublease shall not be construed to mean that Landlord has approved any plans their respective successors or specifications for renovations to the Premises intended by such assignee assigns leases 25% or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms more of the applicable loan documents) shall be required, when applicable, in rentable space on the same manner as and in addition to any consents by Landlord under 3rd floor of the terms of this Section 15Building. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice Green Mountain Analytics, LLC or its Permitted Affiliated Transferees (defined below) leases the entire Premises, and cure periodsprovided that no Event of Default then exists, Tenant shall have the rightmay, without the Landlord’s consent of Landlord but upon with prior written notice to Landlord, and license up to 50% of the rentable square feet of the Premises to Guarantor or its affiliates; provided, however, that such licensed premises will not be separately demised with a separate entrance from the common corridor (it being understood that if separately demised space is required, Tenant will proceed as set forth below in accordance with the other provisions paragraph pertaining to Permitted Affiliated Transfers). Such notice must include the same type of information as set forth in the first grammatical paragraph of this Section 15 Paragraph 15.1 as if Tenant were seeking Landlord’s consent. No permitted subtenant may assign or encumber its sublease or further sublease all or any portion of its subleased space, or otherwise permit the subleased space or any part of its subleased space to be used or occupied by others, without Landlord’s prior written consent were requiredin each instance. Tenant may not mortgage, to assign pledge or hypothecate its leasehold interest, and any attempted assignment, sublease or other transfer or encumbrance by Tenant in violation of the terms and covenants of this Paragraph 14 will be void. For purposes of this Paragraph 14, a transfer of the ownership interests controlling Tenant will be deemed an assignment of this Lease unless such ownership interests are publicly traded. However, on the condition that Tenant is not in default of any term, covenant or condition of this Lease, Tenant will have the right, with advance written notice to but without the consent of Landlord, to sublease the Premises, or sublet a portion thereof, or assign this Lease (each, a “Permitted Affiliated Transfer”), to the whole or part of the Premises to: following each, a “Permitted Affiliated Transferee”):
(a) (iA) any corporation or entity which controls Savvis in whole controls, is controlled by or in part; is under common control with Tenant, on the condition that (iiw) any corporation such sublease or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be assignment is for a legitimate good business purpose and not principally for purposes the purpose of avoiding Landlord’s consent rights, (x) the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar proposed use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management Premises and policies the reputation, business, and financial responsibility of such corporationthe proposed sublessee or assignee are consistent with the first-class nature of the Building, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, and (y) in the event case of any an assignment, subletting, or other transfer the assignee has a net worth reasonably sufficient to perform the obligations of the tenant under this Lease, Savvis shall remain liable for performance and compliance with ; or
(B) an entity into which Tenant is merged or consolidated or to an entity to which substantially all of Tenant’s assets or equity are transferred, provided that each of the termsfollowing conditions (I) and (II) is fulfilled:
(I) either
(1) both of the following conditions are satisfied:
(i) such merger, conditions consolidation or transfer of assets is for a good business purpose and provisions not principally for the purpose of this Leasetransferring Tenant’s leasehold estate; and
(ii) the proposed use of the Premises and the reputation and business of the proposed assignee or transferee are consistent with the first-class nature of the Building, or
(2) the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the transferee or resulting entity is Guarantor hereunder.or one or its wholly-owned subsidiaries; and
Appears in 2 contracts
Sources: Office Lease Agreement (Liquid Holdings Group LLC), Office Lease Agreement (Liquid Holdings Group LLC)
Assignment and Subletting. (a) Tenant shall not have the right Not to assign, transfer, mortgage assign or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises sublet all or any portion thereof, of the Premises without the prior written consent of Landlord, the Landlord which consent shall not be unreasonably withheld, conditioned withheld or delayed by Landlorddelayed. Except as expressly permitted under Section 15(d) below, no In the event Landlord consents to a subletting or 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. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises all or any portion thereof of the Premises, it shall be a condition of any such subletting or assignment that the sublessee or assignee agree in violation of this Section 15 shallwriting with Landlord to be bound by each and every term, at the option of Landlord, constitute an Event of Default under covenant and condition contained in this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required’s consent, to assign this LeaseLease to an entity controlling, controlled by or under common control with Tenant or to a corporation into which Tenant is merged or consolidated so long as, on the completion of such merger, consideration, acquisition or assumption, the successor has a net worth not less than the Tenant’s net worth, immediately prior to such merger, consolidation, acquisition or assumption. No assignment or subletting shall relieve the Tenant of its obligations hereunder. It shall be a condition to any assignment that the assignee shall agree to be bound by all obligations of the Tenant coming due after such assignment and that Landlord may rely on such agreement. If for any assignment or sublease consented to by Landlord hereunder 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 sublet in case of sublease of part, in excess of such rent fairly allocable to the whole part, after appropriate adjustments to assure that all other payments called for hereunder are appropriately taken into account and after deduction for reasonable expenses of Tenant in connection with the assignment or part sublease, to pay to Landlord as additional rent fifty (50%) percent of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation excess of Savvis with another corporation or entity or that acquires substantially all each such payment of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, rent or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderconsideration received by Tenant promptly after its receipt.
Appears in 2 contracts
Sources: Lease Agreement (Corbus Pharmaceuticals Holdings, Inc.), Lease Agreement (Corbus Pharmaceuticals Holdings, Inc.)
Assignment and Subletting. (a) Except as provided in Section (b) below, Tenant shall not have the right to assign, transfer, mortgage enter into nor permit any Transfer voluntarily or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises or any portion thereofby operation of law, without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Without limitation, conditioned Tenant agrees that Landlord’s consent shall not be considered unreasonably withheld if (i) the proposed transferee is an existing tenant of Landlord or delayed an affiliate of Landlord in a building owned by Landlord or its affiliate located within Great Valley Parkway, except in the event the transferee is TELA Bio in which case Landlord consent shall not be unreasonably withheld (ii) the business, business reputation or creditworthiness of the proposed transferee is unacceptable to Landlord, (iii) Landlord or an affiliate of Landlord has comparable space available for lease by the proposed transferee in a building owned by Landlord or its affiliate located within Great Valley Parkway, or (iv) Tenant is in default under this Lease or any act or omission has occurred which would constitute a default with the giving of notice and/or the passage of time. Except as expressly permitted A consent to one Transfer shall not be deemed to be a consent to any subsequent Transfer. In no event shall any Transfer relieve Tenant from any obligation under Section 15(d) below, no assignment or transfer this Lease. Landlord’s acceptance of Rent from any person shall not be deemed to be a waiver by Landlord of any provision of this Lease or the right of occupancy hereunder may to be effectuated by operation of law or otherwise without the prior written a consent of Landlordto any Transfer. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof Transfer not in violation of conformity with this Section 15 shall, 18 shall be void at the option of Landlord.
(b) Landlord’s consent shall not be required in the event of any Transfer by Tenant to an Affiliate provided that (i) the Affiliate has a tangible net worth at least equal to that of Tenant as of the date of this Lease, constitute (ii) Tenant provides Landlord notice of the Transfer at least 15 days prior to the effective date, together with current financial statements of the Affiliate certified by an Event executive officer of Default the Affiliate, and (iii) in the case of an assignment or sublease, Tenant delivers to Landlord an assumption agreement reasonably acceptable to Landlord executed by Tenant and the Affiliate, together with a certificate of insurance evidencing the Affiliate’s compliance with the insurance requirements of Tenant under this Lease.
(c) The provisions of subsection (a) above notwithstanding, if Tenant proposes to Transfer all of the Premises (other than to an Affiliate or to TELA Bio), Landlord may terminate this Lease, either conditioned on execution of a new lease between Landlord and the proposed transferee or without that condition. If Tenant proposes to enter into a Transfer of less than all of the Premises (other than to an Affiliate or TELA Bio), Landlord may amend this Lease to remove the portion of the Premises to be transferred, either conditioned on execution of a new lease between Landlord and the proposed transferee or without that condition. If this Lease is not so terminated or amended, Tenant shall pay to Landlord, immediately upon receipt, the excess of (i) all compensation received by Tenant for the Transfer over (ii) the Rent allocable to the Premises transferred.
(d) If Tenant requests Landlord’s consent to a Transfer, Tenant shall provide Landlord, at least 15 days prior to the proposed Transfer, current financial statements of the transferee certified by an executive officer of the transferee, a complete copy of the proposed Transfer documents, and any other information Landlord reasonably requests. Immediately following any approved assignment or sublease, Tenant shall deliver to Landlord an assumption agreement reasonably acceptable to Landlord executed by Tenant and the transferee, together with a certificate of insurance evidencing the transferee’s compliance with the insurance requirements of Tenant under this Lease. Tenant agrees to give reimburse Landlord at least twenty (20) daysfor reasonable administrative and attorneys’ advance written notice fees in connection with the processing and documentation of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called Transfer for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. which Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Leaserequested.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.
Appears in 2 contracts
Sources: Lease Agreement (PhaseBio Pharmaceuticals Inc), Lease Agreement (PhaseBio Pharmaceuticals Inc)
Assignment and Subletting. (a) Tenant shall not have the right to assign, transfer, mortgage or otherwise encumber assign this Lease or sublease any interest therein or permit anyone to use or occupy sublet the Premises or any portion thereof, without the prior written consent of Landlord. In the event Tenant seeks such written consent to an assignment in order to facilitate a sale or other change in control of Tenant, which consent Landlord shall not be unreasonably withheldwithhold its consent to such assignment. In all other circumstances, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no Landlord may withhold its written consent to assignment or transfer of this Lease or the right subletting of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about at its sole discretion. If Tenant desires to assign this Lease or sublet the Premises or any part thereof, Tenant shall notify Landlord not later than thirty (30) days prior to the proposed effective date of the assignment or sublease. Tenant’s notice shall include the name and address of the proposed assignee or transferee sub-lessee, a true and complete copy of the proposed assignment or sublessee sublease, sufficient information as Landlord deems necessary to enable permit Landlord to determine the financial responsibility, experience, and character of the proposed assignee or sub-tenant, the terms and conditions of any sale of Tenant’s business, and the nature of any Improvements to the Premises which the proposed assignee or sub-lessee or Tenant intends to make in connection with the determination called for above.
(b) The consent by Landlord to any assignment or subletting sublease. Each such notice shall not be construed as a waiver also include complete financial statements of the proposed assignee or release sub-lessee, detailed description of Tenant from any the intended use of the Premises, and all liability for the performance complete resume of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Leasepast business experience. Landlord’s consent to any one assignment or subletting sublease pursuant hereto shall not be construed as relieving Tenant from the obligation deemed to be a waiver of complying with the provisions of this Section 15(a) above, as applicable, with respect to any subsequent assignment or sublettingsublease. Any Each such permitted sublease or shall expressly be made subject to the provisions of this Lease. If Tenant assigns any of its rights and interests under this Lease, the assignee under such assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes expressly assume all of the obligations and liabilities of Tenant hereunder thereafter arisingin a written instrument satisfactory to Landlord at the time of such assignment. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such No assignment or sublease shall impose any obligations on Landlord 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. No permitted assignment or subletting shall relieve Tenant of Tenant’s covenants and agreements hereunder. All such obligations shall continue in full force and effect as obligations of a principal and not be construed to mean that Landlord has approved any plans as obligations of a guarantor or specifications for renovations surety to the Premises intended by such assignee same extent as though no assignment or sublessee and that any such work to the Premises must be conducted in accordance subletting had been made. Tenant shall, concurrently with the terms execution and delivery of any permitted assignment or sublease, deliver a duplicate original thereof to Landlord. A change in the beneficial or record ownership of any class units of Tenant, or the beneficial interest in Tenant shall be treated as and deemed to be an assignment of this Lease within the foregoing provisions of this Section, only if the effect of same shall be to result in a change in management or control of Tenant. The transfer of less than fifty percent of the units of Tenant is presumptively not to be treated as an assignment of this Lease. The foregoing shall not be construed as limiting Any assignment or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, sublease made in the same manner as and in addition to any consents by Landlord under the terms violation of this Section 15shall be void. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the rightpay also all of Landlord’s costs, without the consent of Landlord but upon prior written notice to Landlordcharges, and expenses, including without limitation, reasonable attorney’s fees, incurred in accordance connection with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, use, occupancy, transfer, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderencumbrance made or requested by Tenant.
Appears in 2 contracts
Sources: Commercial Lease (MJ Holdings, Inc.), Commercial Lease (MJ Holdings, Inc.)
Assignment and Subletting. (a) Tenant shall not have the right to assignsublet, transfer, mortgage assign or otherwise transfer or encumber this Lease or sublease or permit anyone to use or occupy the Premises Lease, or any portion thereofinterest therein, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned withheld or delayed by Landlord. Except as expressly permitted under Section 15(d) below, 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 Landlorddelayed. Any attempted assignment or assignment, subletting, transfer of encumbrance by Tenant in violation of the 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 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 interest herein or sublease liability under this Lease. If an Event of Default occurs while the Premises or any portion part thereof in violation of this Section 15 shallare assigned or sublet, at the option of then Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord in addition to any assignment other remedies herein provided or subletting provided by law, may collect directly from such Transferee all rents payable to the Tenant and apply such rent against any sums due Landlord hereunder. No such collection shall not be construed as to constitute a waiver novation or a release of Tenant from any and all liability for the further performance of all covenants and Tenant's obligations hereunder. If Landlord consents to be performed any subletting or assignment by Tenant as hereinabove provided and any category of rent subsequently received by Tenant under any such sublease is in excess of the same category of rent payable under this Lease, nor shall or any additional consideration is paid to Tenant by the collection assignee under any such assignment, then Landlord may, at its option, declare such excess rents under any sublease or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to such additional consideration for any assignment or subletting shall not to be construed due and payable by Tenant to Landlord as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor additional rent hereunder. Any such assignee or sublessee The following shall conduct a business in the Premises which is a permitted use pursuant to Section 4 additionally constitute an assignment of this Lease and, in by Tenant for the case of an assignment such assignee is bound by the terms and conditions purposes of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section Paragraph 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) if Tenant is a corporation, any corporation merger, consolidation, dissolution or entity which controls Savvis liquidation, or any change in whole ownership or in partpower 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 corporation liquidation, dissolution or entity resulting from the merger transfer of ownership of any interests totaling thirty percent (30%) or consolidation of Savvis with another corporation or entity or that acquires substantially all more of the assets of Savvistotal interests in such entity; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”)the sale, provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporationtransfer, whether through the ownership of voting securitiesexchange, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, liquidation or other transfer under distribution of more than thirty percent (30%) of Tenant's assets, other than this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.; or
Appears in 2 contracts
Sources: Standard Industrial Lease Agreement (Advanced Energy Industries Inc), Standard Industrial Lease Agreement (Advanced Energy Industries Inc)
Assignment and Subletting. (a) Tenant shall not have the right to assign, transfer, mortgage transfer or otherwise encumber this Lease or sublease any part hereof and shall not sublet, grant licenses or concessions, nor allow any other occupant to come in, with or under Tenant, nor shall Tenant permit anyone this Lease or the leasehold estate hereby created to use become vested in or occupy the Premises owned by any other person, firm or any portion thereof, corporation by operation of law or otherwise without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed by Landlorddelayed. Except as expressly permitted under Section 15(d) below, no Any such assignment or subletting shall only be approved under such conditions as Landlord may, in it sole discretion, determine. If Tenant is a corporation, then any type of transfer of this Lease or the right of occupancy hereunder may be effectuated assignment, whether by operation of law merger, consolidation, liquidation, or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises otherwise, or any portion thereof change in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees ownership or power to give Landlord at least twenty (20) days’ advance written notice vote a majority of Tenant’s intention to assign outstanding voting stock shall constitute a prohibited assignment for the purposes of this section, except for any such transfer where the person or transfer this Lease entity with the controlling interest in Tenant continues as the person or to sublease entity with controlling interest in the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent transferee. Acceptance of rent by Landlord to any assignment or subletting from anyone other than Tenant shall not be construed as a waiver or by Landlord of the actions prohibited by this Section, nor as a release of Tenant from any and all obligation or liability for the performance of all covenants and obligations to be performed by Tenant under this Lease. In the event Landlord consents to an assignment or sublet by Tenant, nor Tenant, and any guarantor of Tenant, shall the collection or acceptance of rent not be relieved from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. In lieu of giving any consent to a sublet or an assignment of all the Leased Premises, Landlord may, at Landlord’s consent option, elect to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to terminate this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arisingLease. In the case of a subleaseproposed subletting of a portion of the Leased Premises, (A) Landlord is notmay, and will not become, a party to such sublease, and (B) at Landlord’s consent option, elect to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability terminate the Lease with respect to that portion of Landlord to such sublesseethe Leased Premises being proposed for subletting. Landlord’s consent to any assignment or sublease does not affect the obligations The effective date of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or termination shall be assigned by Landlord to any Lender as additional security for such mortgage loan, 30 days after the consent proposed effective date of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lenderor subletting.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.
Appears in 2 contracts
Sources: Standard Service Center Lease Agreement (Quality Systems Inc), Standard Service Center Lease Agreement (Quality Systems Inc)
Assignment and Subletting. Tenant may assign or sublet this Lease to any party subject to the following:
(a) Tenant shall not have the right give Landlord written notice of its intention to assign, transfer, mortgage or otherwise encumber assign this Lease or sublease or permit anyone to use or occupy the Premises sublet all or any portion thereofof the Leased Premises. Such notice shall be given to the Landlord by Registered or Certified mail addressed to the Landlord at its place of business set forth in the recital of this Lease. Landlord shall have thirty (30) days after receipt of notice from the Tenant of its intention to sublet or assign all or any portion of the leased Premises to elect, without to release Tenant from this Lease or from such portion of the Tenant's obligation under this Lease, or so much of the Leased Premises, as the case may be, affected by the proposed assignment or subletting. In the event that Landlord exercises its election to release Tenant from this Lease or from such portion of the Tenant's obligation under this Lease or so much of the Leased Premises, as the case may be, Tenant shall thereafter be released from any further obligation under this agreement of lease as to the interest or space so affected except for the payment of any monies due as of the effective date of such release.
(b) In the event that the Landlord does not elect to recapture this Lease or any portion thereof as hereinabove provided, the Tenant may nevertheless assign this Lease or sublet the whole or any portion of the Leased Premises, subject to obtaining Landlord's prior written consent of Landlordconsent, which consent shall not be unreasonably withheld, conditioned on the basis of and subject to the following terms and conditions:
(i) The Tenant shall provide to the Landlord the name and address of the assignee or delayed by Landlord. Except as expressly permitted under Section 15(dsublessee:
(ii) below, no At the time of such assignment or transfer of subletting, this Lease must be in full force and effect without any breach or default thereunder on the right part of occupancy hereunder may be effectuated Tenant;
(iii) The assignee or sublessee shall assume, by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease instrument, all of the Premises or any portion thereof in violation obligations of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor and a copy of such assumption agreement shall be furnished to the collection Landlord within ten (10) days of its execution;
(iv) The Tenant and each assignee or acceptance sublessee shall be and remain liable for the observance of rent from all the covenants, and provisions of this Lease, including, but not limited, the payment of the Rent and Additional Rent reserved herein through the entire term of this Lease;
(c) Notwithstanding anything herein contained to the contrary and notwithstanding any assigneeprior consent by Landlord, transferee no assignee or subtenant constitute a waiver shall further assign or release of Tenant from any of its liabilities or obligations under this Lease. sublease the Leased Premises without Landlord’s 's prior consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying in each such instance and without compliance with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such LenderParagraph.
(d) Any and all payments agreed to be made to Tenant by any assignee or sublessee shall accrue to and be paid over to Landlord, it being understood and agreed that said assignee or sublessee shall pay the Rent, Additional Rent and all other monies and charges directly to the Landlord. If there are any additional monies, however, in excess of the Rent and Additional Rent and all other charges to be paid to Landlord hereunder for a corresponding period, Tenant shall be entitled to reimbursement from said monies of any real estate commissions it has had to pay to assign or sublet the Leased Premises and other incidental costs relative to the assigning or subletting such as advertising, legal, etc. Moreover, once the Tenant has been so reimbursed, the Landlord shall share equally with the Tenant any further monies received for said corresponding period.
(e) Notwithstanding the foregoing, so long as Tenant is not in default under foregoing provisions of this Lease beyond any applicable notice and cure periodsParagraph, Tenant shall have the right, without the consent necessity of Landlord obtaining Landlord's consent, but upon prior written notice subject to Landlord, and in accordance with the all other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole Paragraph 10 to:
(i) Sublet all or part of the Leased Premises to: (a) (i) to any corporation parent or entity which controls Savvis in whole or in part; affiliate of Tenant;
(ii) Assign this Lease to any parent or affiliate of Tenant; or
(iii) Assign this Lease to a corporation which succeeds to all or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets and business of Savvis; Tenant or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”)into which Tenant is merged, provided such transfer must be for a legitimate business purpose and not for purposes of avoiding if the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies net worth of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any following such assignment, sublettingequals or exceeds the net worth of Tenant at the date hereof or immediately prior to such assignment, or other transfer whichever is greater; provided, however, that Tenant, at all times shall be and remain primarily, jointly and severally liable under this LeaseLease despite any such assignment.
(f) For the purposes of Subparagraph (e) above, Savvis the term "affiliate" shall remain liable for performance mean any company of which Tenant or Tenant's parent now or hereafter owns and compliance with all controls, directly or indirectly, fifty (50%) percent or more of the terms, conditions and provisions stock having the right to vote for directors thereof. For the purpose of this Leasedefinition, the Guaranty stock so owned or controlled shall remain in full force and effectbe deemed to include all stock owned or controlled directly or indirectly by any other company of which the Tenant or Tenant's parent owns or controls, and Savvis Communications Corporation shall remain directly or indirectly, fifty (50%) percent or more of the Guarantor hereunderstock having the right to vote for directors thereof.
Appears in 2 contracts
Sources: Lease Renewal Agreement (Boron Lepore & Associates Inc), Lease Renewal Agreement (Boron Lepore & Associates Inc)
Assignment and Subletting. (a) A. Tenant shall not have the right to assign, transfersublet, mortgage transfer or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises Lease, or any portion thereof, interest therein without the prior written consent of Landlord, Landlord which consent shall not be unreasonably withheldwithheld or delayed. A change in the control of Tenant shall constitute an assignment requiring Landlord’s consent. The transfer, conditioned on a cumulative basis, of 25% or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no assignment more of the voting or transfer management control of Tenant shall constitute a change in control for this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlordpurpose. Any attempted assignment assignment, subletting, transfer or transfer encumbrance by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of the terms and covenants of this Section 15 shallParagraph shall be void. In the event Tenant desires to sublet the Premises, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under 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 sublessee or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed sublessee or assignee.
B. In addition to, but not in limitation of, Landlord’s consent right to approve of any assignment sublessee or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) aboveassignee, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the rightoption, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoingits sole discretion, in the event of any proposed subletting or assignment, sublettingto terminate this Lease, or in case of a proposed subletting of less than the entire Premises, to recapture the portion of the Premises to be sublet, as of the date the subletting or assignment is to be effective. The option shall be exercised if at all, by Landlord giving Tenant written notice thereof within sixty (60) days following Landlord’s receipt of Tenant’s written notice as required above. If this Lease shall be terminated with respect to the entire demised Premises, pursuant to this Paragraph, the term of this Lease shall end on the date stated in Tenant’s notice as the effective date of the sublease or assignment as if that date had been originally fixed in this Lease for the expiration of the term hereof; provided, however, that effective on such date Tenant shall pay Landlord all amounts, as estimated by Landlord, payable by Tenant to such date with respect to taxes, insurance, repairs, maintenance, restoration and other transfer obligations, costs or charges which are the responsibility of Tenant hereunder. Further, upon any such cancellation Landlord and Tenant shall have no further obligations or liabilities to each other under this Lease, Savvis except with respect to obligations or liabilities which accrued hereunder as of such cancellation date (in the same manner as if such cancellation date were the date originally fixed in this Lease of the expiration of the term hereof). If Landlord recaptures under this Paragraph only a portion of the Premises, the rent during the unexpired term hereof shall ▇▇▇▇▇ proportionately based on the rent per square foot contained in this Lease as of the date immediately prior to such recapture. Tenant shall, at Tenant’s own cost and expense, discharge in full any outstanding commission obligation on the part of Landlord with respect to this Lease, and any commissions which may be due and owing as a result of any proposed assignment or subletting, whether or not the Premises are recaptured pursuant thereto and rented by Landlord to the proposed Tenant or any other tenant.
C. If this Lease is assigned to any person or entity pursuant to the provisions of the Bankruptcy Code, 11 U.S.C. § 101 et. seq. (the “Bankruptcy Code”), any and all monies or other consideration payable or otherwise to be delivered in connection with such assignment shall be paid or delivered to Landlord, shall be and remain liable 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 performance the benefit of Landlord and compliance with 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 terms, conditions obligations arising under this Lease on and provisions after the date of this Lease, the Guaranty such assignment. Any such assignee shall remain in full force upon demand execute and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderdeliver to Landlord an instrument confirming such assumption.
Appears in 2 contracts
Sources: Lease Agreement, Commercial Lease Agreement (Power Solutions International, Inc.)
Assignment and Subletting. (a) Tenant shall not have the right to assign, transfer, assign or mortgage or otherwise encumber this Lease or sublease sublet all or permit anyone any portion of the Premises without Landlord’s prior written consent, in each instance, which such consent will be granted in Landlord’s reasonable discretion. Any request for Landlord’s written consent shall be accompanied by a copy of the proposed assignment or sublease, which must be in a form acceptable to use Landlord. No assignment, mortgaging, or occupy subletting, if consented to by Landlord, shall relieve Tenant of its liability under this Lease. Tenant shall pay to Landlord, in consideration of Landlord’s written consent to the assignment or sublease, all rent and other consideration received by Tenant from any such assignee or subtenant which is in excess of the rental obligation required under the terms of this Lease for the Premises or any portion thereof, without thereof for which the consent of Landlord is requested. Consent by Landlord to an assignment or sublease shall not operate as a waiver of the necessity of Tenant to obtain the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, 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. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment subsequent assignment, mortgaging or subletting and the terms of any such consent shall not be construed as a waiver or release of Tenant from any and all liability for binding upon the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee mortgagee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Leasesubtenant. Notwithstanding the above, Tenant, without Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean provided that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default in the performance of its obligation under this Lease beyond after any applicable notice and cure periods), may cause an assignment or subletting (each, a “Transfer”) to an Affiliate of Tenant shall have the right, without the consent of if Tenant (a) notifies Landlord but upon at lease thirty (30) days prior written notice to such Transfer; (b) delivers to Landlord, at the time of Tenant’s notice, current financial statements of Tenant and the Affiliate that are reasonably acceptable to Landlord; and (c) the Affiliate assumes and agrees in accordance with the other provisions a writing delivered to and reasonably acceptable to Landlord to perform Tenant’s obligations under this Lease arising after such Transfer and to observe all terms and conditions of this Lease. For purposes of this Section 15 as if consent were required11, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) term “Affiliate” means any corporation persons or entity which controls Savvis in whole that, directly or in part; (ii) any corporation indirectly, controls, is controlled by or entity resulting from the merger or consolidation of Savvis is under common control with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for Tenant. For purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; definition, “control” shall mean means possessing the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the entity by the ownership of a majority of the voting securities, by contract, by interlocking boards interests of directors, the entity. A sale or otherwise. Notwithstanding the foregoing, in the event transfer of any stock shall not constitute an assignment, subletting, subletting or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderas provided herein.
Appears in 2 contracts
Sources: Office Lease (Smith Electric Vehicles Corp.), Office Lease (Smith Electric Vehicles Corp.)
Assignment and Subletting. (a) 14.1 Tenant shall not have the right to assign, transfer, mortgage or otherwise encumber assign this Lease or sublease or permit anyone to use or occupy the Premises nor sublet all or any portion thereof, without part of the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no assignment or transfer of this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise Leased Premises without the prior written consent of Landlord. Any attempted assignment assignment, subletting, transfer or transfer encumbrance by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at Paragraph shall be void. Upon the option occurrence of Landlord, constitute an Event of Default under this Lease. Tenant agrees (as defined below), if all or any part of the Leased Premises are then sublet, Landlord, in addition to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer any other remedies provided by this Lease or provided by law, may, at its option, collect directly from the subtenant all Rent becoming due to sublease the Premises Tenant by reason of the subletting. Notwithstanding the foregoing, Tenant may, without Landlord's consent, (i) assign this Lease in connection with a sale of all or substantially all of its assets or all or substantially all of its assets relating to the business conducted by Tenant on the Premises; or (ii) mortgage or otherwise pledge its leasehold interest in this Lease to its current or future lender(s) (and such mortgagee or pledgee may, without Landlord’s consent, foreclose on or otherwise transfer their interest or title herein, or have Tenant transfer its interest or title herein in lieu of foreclosure or similar proceedings, to a successor mortgagee or pledgee or a third-party purchaser). Notwithstanding any subletting, mortgaging, or assignment by Tenant or any portion thereof, along with reasonably sufficient information about the proposed collection of sums by Landlord from any assignee or transferee subtenant, or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment other action or subletting reason whatsoever, Tenant shall not be construed as a waiver or release of Tenant from any and all liability remain fully liable for the performance of all covenants and obligations in this Lease to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from “tenant” during the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this LeaseTerm.
(c) If this Lease is or shall be assigned by 14.2 Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the rightright to transfer, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Leaseassign, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis encumber in whole or in part; (ii) any corporation , its rights and obligations in the Leased Premises or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directorsLease, or otherwiseany portion thereof. Notwithstanding the foregoing, in In the event of any assignment, subletting, or other the transfer and assignment by Landlord of its interest in this Lease to a person expressly assuming the Landlord’s obligations under this Lease, Savvis Landlord shall remain liable thereby be released from any further responsibility hereunder, and Tenant agrees to look solely to such successor in interest of the Landlord for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereundersuch obligations.
Appears in 2 contracts
Sources: Lease Agreement (1847 Goedeker Inc.), Lease Agreement (1847 Holdings LLC)
Assignment and Subletting. (a) Tenant shall not have the right to directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, assign, transfersublet, mortgage or otherwise encumber all or any portion of its interest in this Lease or sublease in the Premises or permit anyone grant any license for any person other than Tenant or its employees to use or occupy the Premises or any portion thereof, part thereof without obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheldwithheld as hereafter provided and shall be granted or denied within a reasonable period of time, conditioned or delayed but no later than twenty-one (21) days after Landlord’s receipt of such written request and all information reasonably requested by Landlord. Except Any such attempted assignment, subletting, license, mortgage, other encumbrance or other use or occupancy without the consent of Landlord shall, at Landlord’s option, be null and void and of no effect. Any mortgage, or encumbrance of all or any portion of Tenant’s Interest in this Lease or in the Premises and any grant of a license for any person other than Tenant or its employees to use or occupy the Premises or any part thereof shall be deemed to be an “assignment” of this Lease. In addition, as expressly permitted used in this Paragraph 11, the term “Tenant” shall also mean any entity that has guaranteed Tenant’s obligations under Section 15(dthis Lease, and the restrictions applicable to Tenant contained herein shall also be applicable to such guarantor.
(b) below, no No assignment or transfer subletting shall relieve Tenant of its obligation to pay the Rent and to perform all of the other obligations to be performed by Tenant hereunder. The acceptance of Rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or the right of occupancy hereunder may to be effectuated a consent to any subletting or assignment. Consent by operation of law Landlord to one subletting or otherwise without the prior written assignment shall not be deemed to constitute a consent of Landlordto pay other or subsequent attempted subletting or assignment. Any attempted assignment or transfer by If Tenant of this Lease or its interest herein or sublease of the Premises or desires at any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention time to assign or transfer this Lease or to sublease sublet the Premises or any portion thereof, along with reasonably sufficient it shall first notify Landlord of its desire to do so and shall submit in writing to Landlord all pertinent information about relating to the proposed assignee or transferee or sublessee sublessee, all pertinent information relating to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any proposed assignment or subletting shall not be construed sublease (as opposed to a waiver or release sale of Tenant from any Tenant), and all liability for such financial information as Landlord may reasonably request concerning the performance of all covenants Tenant and obligations to be performed by Tenant under this Lease, nor shall the collection proposed assignee or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Leasesubtenant. Landlord’s consent to any Any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be expressly subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If At any time within ten (10) business days after Landlord’s receipt of the information specified in subparagraph (b) above, Landlord may by written notice to Tenant elect to terminate this Lease is or shall be assigned by Landlord as to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms portion of the applicable loan documents) shall Premises so proposed to be requiredsubleased or assigned (which may include all of the Premises), when applicable, with a proportionate abatement in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such LenderRent payable hereunder.
(d) Tenant acknowledges that it shall be reasonable for Landlord to withhold its consent to a proposed assignment or sublease in any of the following instances:
(i) The assignee or sublessee is not, in Landlord’s reasonable opinion, sufficiently creditworthy to perform the obligations such assignee or sublessee will have under this Lease;
(ii) The intended use of the Premises by the assignee or sublessee is not for the permitted use;
(iii) Intentionally deleted.
(iv) Occupancy of the Premises by the assignee or sublessee would, in the good faith judgment of Landlord, violate any agreement binding upon Landlord, the Building or the Project with regard to the identity of tenants, usage in the Building, or similar matters;
(v) The assignee or sublessee (or any affiliate of the assignee or sublessee) is then negotiating with Landlord or has negotiated with Landlord within the previous three (3) months as evidenced by an exchange of proposals, or is a current tenant or subtenant within the Building or Project if Landlord has space in the Building or Project of a similar size and length of term;
(vi) The identity or business reputation of the assignee or sublessee would be reasonably objectionable as tenants to landlords of Comparable Buildings;
(vii) the proposed sublease would result in more than two subleases of portions of the Premises being in effect at any one time during the Lease Term; or
(viii) In the case of a sublease, the subtenant has not acknowledged that the Lease controls over any inconsistent provision in the sublease. The foregoing criteria shall not exclude any other reasonable basis for Landlord to refuse its consent to such assignment or sublease. Notwithstanding any contrary provision of this Lease, if Tenant or any proposed assignee or sublessee claims that Landlord has unreasonably withheld its consent to a proposed assignment or sublease or otherwise has breached its obligations under this Paragraph 11, their sole remedy shall be to seek a declaratory judgment, monetary damages and/or injunctive relief, and, with respect thereto, Tenant, on behalf of itself and, to the foregoingextent permitted by law, so long such proposed assignee/sublessee, hereby waives all other remedies against Landlord, including, without limitation, the right to terminate this Lease.
(e) Except as provided in Paragraph 11(1) below, if any Tenant is a corporation, partnership or other entity that is not publicly traded on a recognized national stock exchange, any transaction or series of related or unrelated transactions (including, without limitation, any dissolution, merger, consolidation or other reorganization, any withdrawal or admission of a partner or change in default under a partner’s interest, or any issuance, sale, gift, transfer or redemption of any capital stock of or ownership interest in such entity, whether voluntary, involuntary or by operation of law, or any combination of any of the foregoing transactions) resulting in the transfer of control of such Tenant, shall be deemed to be an assignment of this Lease beyond any applicable notice and cure periods, Tenant shall have subject to the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 11. The term “control” as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean 11(e) means the power to directly or indirectly direct or cause the direction of the day to day management and or policies of such Tenant. Any transfer of control of a subtenant which is a corporation or other entity shall be deemed an assignment of any sublease. Notwithstanding anything to the contrary in this Section 11(e), if the original Tenant under this Lease is a corporation, whether through the partnership or other entity, a change or series of changes in ownership of voting securitiesstock or other ownership interests which would result in direct or indirect change in ownership of less than fifty percent (50%) of the outstanding stock of or other ownership interests in such Tenant as of the date of the execution and delivery of this Lease shall not be considered a change of control.
(f) Notwithstanding any assignment or subletting, by contract, by interlocking boards Tenant and any guarantor or surety of directors, Tenant’s obligations under this Lease shall at all times during the Initial Term and any subsequent renewals or otherwiseextensions remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant’s other obligations under this Lease. Notwithstanding the foregoing, in In the event that the Rent due and payable by a sublessee or assignee (or a combination of any the rental payable under such sublease or assignment, subletting, plus any bonus or other transfer consideration therefor or incident thereto but excluding consideration in connection with the sale of Tenant) exceeds the Rent payable under this Lease, Savvis then Tenant shall remain liable for performance be bound and compliance obligated to pay Landlord, as additional rent hereunder, one-half of all such excess Rent and other excess consideration within thirty (30) days following receipt thereof by Tenant. “Transfer Premium” shall mean all rent, additional rent or other consideration payable (in lieu or in addition to rent) by such transferee in connection with the transfer (as opposed to the sale of Tenant’s business) in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the transfer on a per rentable square foot basis if less than all of the termsPremises is transferred, conditions after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and provisions improvements to the Premises in connection with the transfer, (ii) any free rent reasonably provided to the transferee, (iii) any brokerage commissions in connection with the transfer, (iv) any key money, bonus money or other cash consideration paid by Tenant to transferee for furniture, fixtures, equipment and/or similar items; (v) any attorney fees incurred by Tenant in connection with such transfer (including attorneys’ fees paid to Landlord); (vi) any improvement allowance or other economic concessions (space planning allowance, moving expenses, etc.) paid by Tenant to transferee in connection with such transfer; and (vii) out-of-pocket marketing costs in connection with the transfer (collectively, “Subleasing Costs”). “Transfer Premium” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by transferee to Tenant in connection with such transfer (as opposed to the sale of this LeaseTenant’s business), and any payment in excess of fair market value for services rendered by Tenant to transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to transferee in connection with such transfer. Notwithstanding anything contained herein to the contrary, under no circumstances shall Landlord be paid any Transfer Premium until Tenant has recovered all Subleasing Costs for such subject space, it being understood that if in any year the gross revenues, less the deductions set forth and included in Subleasing Costs, are less than any and all costs actually paid in assigning or subletting the affected space (collectively, “Transaction Costs”), the Guaranty amount of the excess Transaction Costs shall remain in full force be carried over to the next year and effect, and Savvis Communications Corporation shall remain then deducted from net revenues with the Guarantor hereunderprocedure repeated until a Transfer Premium is achieved.
Appears in 2 contracts
Sources: Office Lease (Sienna Biopharmaceuticals, Inc.), Office Lease (Sienna Biopharmaceuticals, Inc.)
Assignment and Subletting. (a) A. Tenant shall may not have the right to assign, transfer, mortgage or otherwise encumber this Lease or sublease or permit anyone to use or occupy Lease, nor sublet the Premises Demised Premises, or any portion part thereof, nor shall any assignment or transfer of this Lease be effectuated by operation of law or otherwise, without first obtaining any required jurisdictional approvals (including, but not limited to, the U.S. Department of State) and the prior written consent of Landlord, which Landlord (whose consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, 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 Landlorddelayed). Any attempted assignment assignment, transfer, mortgage, encumbrance or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or subletting without such consent shall be wholly void and shall confer no rights upon any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Leasethird parties. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by of Landlord to any assignment assignment, transfer, or subletting to any third party shall not be construed as a waiver or release of Tenant from the terms of any and all liability for the performance of all covenants and obligations to be performed by Tenant covenant or obligation under this Lease, nor shall the collection or acceptance of rent rental from any such assignee, transferee transferee, subtenant or subtenant occupant constitute a waiver or release of Tenant of any covenant or obligation contained in this Lease, nor shall any assignment, transfer or subletting be construed to relieve Tenant from obtaining the consent in writing of Landlord to any further assignment or subletting. During the pendency of an existing, outstanding Event of Default hereunder, Tenant hereby assigns to Landlord the rental due from any subtenant of Tenant and hereby authorizes each such subtenant to pay said rental directly to Landlord. Except with respect to a subletting or assignment permitted pursuant to Section 34.B below, Tenant shall reimburse Landlord for its liabilities reasonable attorneys’ fees and expenses incurred in reviewing any requested consent whether or obligations under this Lease. not such consent is granted.
B. Notwithstanding the above restrictions on subletting and assignments, Landlord’s prior consent to shall not be required for any assignment or subletting shall not be construed to an Affiliate of Tenant (as relieving defined below), a Parent of Tenant from (as defined below) or the obligation of complying with the provisions of Section 15(aInternational Telecommunications Satellite Organization, provided (1) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any that such assignee or sublessee shall conduct a business subtenant agrees in the Premises which is a permitted use pursuant writing to Section 4 of this Lease and, in the case of an assignment such assignee is be bound by the terms and conditions of this Lease and assumes to assume all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, (2) that such assignee or subtenant shall use the Demised Premises for the Permitted Use, and Landlord’s consent to (3) that Tenant provides Landlord with written notice of such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations no later ten (10) days prior to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent effective date of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms assignment or sublease. For purposes of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to 34.B, an “Affiliate of Tenant” shall mean any proposed assignment from any such Lender.
corporation, professional corporation, limited liability company, limited liability partnership, association, trust or partnership (d1) Notwithstanding that Controls (as herein defined) Tenant, (2) that is under the foregoingControl of Tenant, so long as Tenant through stock ownership or otherwise, (3) that is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance common Control with the other provisions of this Section 15 as if consent were required, to assign this LeaseTenant, or sublet the whole or part of the Premises to: (a4) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting results from the merger or consolidation of Savvis with another corporation Tenant, or entity acquires all or that acquires substantially all of the assets of Savvis; and interest in Tenant. For the purposes hereof, a “Parent of Tenant” shall mean any corporation, limited liability company, association, trust, or partnership (A) that Controls Tenant, or (iiiB) any corporation that owns more than fifty percent (50%) of the issued and outstanding voting securities of Tenant. The terms “Control” or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As Controls” as used in this Section 15; “control” 34.B shall mean the power to direct directly or cause indirectly influence the direction of the day to day management and direction, management, or policies of Tenant or such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderentity.
Appears in 2 contracts
Sources: Lease Agreement (Intelsat S.A.), Purchase and Sale Agreement (Intelsat S.A.)
Assignment and Subletting. (a) A. Tenant shall not have the right to assign, transfer, mortgage encumber or otherwise encumber pledge this Lease or sublease to sublet the whole or any part of the Leased Premises, whether voluntarily or by operation of law, or permit anyone to the use or occupy occupancy of the Leased Premises by anyone other than Tenant or for any portion thereofuse 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 by Landlord. Except as expressly permitted under Section 15(d) belowdelayed, no assignment or transfer of this Lease or the right of occupancy hereunder may and such restrictions shall be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or binding upon any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee subtenant to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Leaseconsented. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the Landlord’s consent of Landlord but and upon prior written notice to LandlordLandlord (specifically describing Tenant’s relationship with such subsidiary, and in accordance with the other provisions of this Section 15 as if consent were requiredaffiliate, 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 the whole or part portion of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from Leased Premises, then the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies amount of such corporationexcess shall be paid to Landlord as Additional Rent hereunder within five (5) business days after receipt thereof by or on behalf of Tenant.
B. In addition to, whether through but not in limitation of, Landlord’s right to approve of any subtenant or assignee, Landlord shall have the ownership of voting securitiesoption, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoingin its sole discretion, in the event of any proposed subletting or assignment, subletting, or other transfer under to terminate this Lease, Savvis or in the case of a proposed subletting of less than the entire Leased Premises, to recapture the portion of the Leased Premises to be sublet, as of the date the subletting or assignment is to be effective. The option shall remain liable be exercised, if at all, by Landlord giving Tenant written notice thereof within sixty (60) days following Landlord’s receipt of Tenant’s written notice as required above. If this Lease shall be terminated with respect to the entire Leased Premises pursuant to this Paragraph 8B, the Term of this Lease shall end on the date stated in Tenant’s notice as the effective date of the sublease or assignment as if that date had been originally fixed in this Lease for performance the expiration of the Term hereof. If Landlord recaptures under this Paragraph 8B only a portion of the Leased Premises, the Rent during the unexpired Term shall ▇▇▇▇▇ proportionately based on the Rent contained in this Lease as of the date immediately prior to such recapture. Tenant shall, at Tenant’s own cost and compliance expense, discharge in full any and all commission obligations with respect to this Lease that may be due and owing now or in the future at the time of any assignment or subletting by Tenant or upon recapture by Landlord.
C. All documents utilized by Tenant to evidence any subletting or assignment for which Landlord’s consent has been requested, shall be subject to prior approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed. Tenant shall pay on demand all of Landlord’s reasonable costs and expenses, including reasonable attorney’s and accountant’s fees, incurred in determining whether or not to consent to any requested subletting or assignment and for the termsreview and approval of such documentation. In no event, conditions and provisions of this Leasehowever, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderTenant be required to reimburse Landlord for any such costs that exceed $3,000 for any one particular requested subletting or assignment.
Appears in 2 contracts
Sources: Lease Agreement (Connecture Inc), Lease Agreement (Connecture Inc)
Assignment and Subletting. (a) Except as otherwise expressly provided below, Tenant shall not have sublet the right to assign, transfer, mortgage or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Leased Premises or any portion thereofpart thereof or transfer possession or occupancy thereof to any person, firm or entity or transfer or assign all or any part of this lease, nor shall any assignment or subletting hereof be affected by operation of law or otherwise without the Landlord’s prior written consent of Landlordconsent, which consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no assignment or transfer of this Lease or If Tenant desires to sublet the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Leased Premises or if Tenant desires to transfer or assign any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default its rights under this Lease. lease, Tenant agrees shall give to give the Landlord at least twenty (20) days’ advance 30 days written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or sublettingdo so. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 provision of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations lease to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periodscontrary notwithstanding, Tenant shall have the right, without the consent of Landlord but at any time and from time to time upon 15 days prior written notice to Landlord but without Landlord, and in accordance with the other provisions of this Section 15 as if ’s consent were required, to assign this Lease, sublet all or sublet the whole or a part of the Leased Premises to: (a) or assign Tenant’s interest in this lease to any subsidiary, parent entity, or 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) any corporation or entity which controls Savvis in whole or in part; Tenant shall remain primarily liable under this lease, (ii) any corporation proposed assignee or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially sublessee shall assume, in a written instrument reasonably acceptable to Landlord, all of the assets obligations and undertakings of Savvis; or Tenant under this lease, (iii) no use shall be employed in connection with the Leased Premises other than the Approved Use; and (iv) Tenant shall not then be in default under this lease, beyond any corporation applicable notice and cure period. If this lease is assigned or entity controlled in whole if the Leased Premises or in any part thereof are sublet or occupied by Savvis (each anybody other than Tenant as permitted above, Landlord may, after default by Tenant, collect rent from the assignee, subtenant or occupant, and apply the net amount so collected to the Rent due from Tenant under this lease, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes any of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used Tenant’s covenants contained in this Section 15; “control” lease or the acceptance of such assignee, subtenant or occupant as Tenant, or a release of Tenant from further performance by Tenant of its covenants under this lease. Notwithstanding anything to the contrary in this lease, any approved assignment of this lease shall mean also fully release Tenant from any and all liability under this lease from and after the power date of such assignment. Further any such assignee, subtenant, or occupant shall unconditionally pay to direct Landlord all such rent in the event Landlord delivers notice to such assignee, subtenant, or cause occupant demanding the direction 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) 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 assigned at a rental rate higher than the Rent required to be paid by Tenant, 50% of the day difference between the rental rate due from such subtenant or assignee and the Rent due under this lease shall be paid by Tenant to day management Landlord after deduction therefrom of any leasing commissions and policies of any alteration expenses actually incurred and paid for by Tenant in connection with such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, subletting or otherwiseassignment. Notwithstanding In addition to the foregoing, in no event may Tenant sublet all or any portion of the event Leased Premises at a rental rate for Base Rent less than the 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 any assignment, subletting, or other transfer its rights under this Lease, Savvis shall remain liable for performance and compliance with lease without Tenant’s approval; provided that such assignee or transferee assumes all of the terms, conditions and provisions of Landlord’s obligations under this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderlease whether accruing before or after any such assignment or transfer.
Appears in 2 contracts
Sources: Office Lease Agreement (Root, Inc.), Office Lease Agreement (Root Stockholdings, Inc.)
Assignment and Subletting. (a) Tenant shall not have the right A. Not to assign, transfer, mortgage or otherwise encumber pledge this Lease or to sublease (which term shall be deemed to include the granting of concessions and licenses and the like) all or permit anyone to use or occupy any part of the Premises or permit this Lease or the leasehold estate hereby created or any portion thereofother rights arising under this Lease to be assigned, transferred, pledged or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the occupancy of the Premises by anyone other than Tenant without the prior written consent of Landlord, which or as otherwise permitted hereunder for Permitted Transfers without Landlord’s consent. In the event Tenant desires to assign this Lease or sublet any portion or all of the Premises other than to a Permitted Transferee, Tenant shall notify Landlord in writing of Tenant’s intent to so assign this Lease or sublet the Premises and the proposed effective date of such subletting or assignment, and shall request in such notification that Landlord consent thereto. Except with respect to Permitted Transfers, Landlord may terminate this Lease in the case of a proposed assignment, or suspend this Lease pro tanto for the period and with respect to the space involved in the case of a proposed subletting, by giving written notice of termination or suspension to Tenant, with such termination or suspension to be effective as of the effective date of such assignment or subletting. If Landlord does not so terminate or suspend, Landlord’s consent shall not be unreasonably withheld, delayed or conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no to an assignment or transfer of this Lease to a subletting, provided that the following conditions are met:
(i) the assignee or subtenant shall use the right of occupancy hereunder may Premises only for the Permitted Uses;
(ii) the Premises shall not be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or subject to more than one (1) sublease at any time, it being understood that multiple sublets of the Premises are not permitted;
(iii) the proposed assignee or any portion thereof subtenant has a net worth and creditworthiness reasonably acceptable to Landlord;
(iv) the amount of the aggregate rent to be paid by the proposed subtenant is not less than the then current sublease market rate for the Premises; and
(v) the proposed assignee or subtenant is not then a tenant in violation the Building or the Park, or an entity with which Landlord is dealing or has dealt within the preceding six months regarding the possibility of this Section 15 shallleasing space in the Building or the Park, at and Landlord actually has (or reasonably expects to have) available reasonably comparable space in the option of Landlord, constitute an Event of Default under Park.
(vi) the proposed assignee or subtenant provides a representation and warranty regarding the Patriot Act provisions set forth in this Lease. Tenant agrees shall furnish Landlord with any information reasonably requested by Landlord to give enable Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign determine whether the proposed assignment or transfer this Lease or subletting complies with the foregoing requirements, including without limitation, financial statements relating to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord subtenant. With respect to any assignment or subletting during the Original Term of this Lease other than to a Permitted Transferee, such assignment shall not include the right granted to Tenant under Section 2.3 to extend the Term, and such sublease shall be for a term expiring no later than the Expiration Date.
B. Tenant shall, as Additional Rent, reimburse Landlord promptly for Landlord’s reasonable out-of-pocket legal expenses incurred in connection with any request by Tenant for such consent. If Landlord consents thereto, no such subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder, and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the obligation to obtain the Landlord’s written approval in the case of any other subletting or assignment.
C. Except for Permitted Transfers, if for any assignment or sublease consented to by Landlord hereunder 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 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 after deduction for reasonable marketing, legal and brokerage expenses of Tenant in connection with the assignment or sublease, to pay to Landlord as additional rent fifty (50%) percent of the excess of each such payment of rent or other consideration received by Tenant promptly after its receipt.
D. If at any time during the term of this Lease, there is a name change, Tenant shall so notify Landlord and deliver evidence reasonably satisfactory to Landlord documenting such name change. If, at any time during the Term of this Lease, there is a transfer of a Controlling Interest (as defined below) in the shares or stock of Tenant which are not publicly traded upon a stock exchange, or the membership or general partnership or other ownership interests of Tenant (any of the foregoing, an “Equity Sale”), or a restructuring or reorganization of the Tenant entity, including any spin-off, Tenant shall so notify Landlord and (whether or not Tenant so notifies Landlord) such Equity Sale, restructuring or reorganization shall be deemed an assignment of this Lease requiring Landlord’s consent as provided in this Section 6.2.1; provided however, Landlord’s consent shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, required with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respectsEquity Sale, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and Equity Sale will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to deemed an assignment, transferif Tenant delivers to Landlord proof reasonably satisfactory to Landlord at least ten (10) days prior to the effective date of any such transaction (except to the extent prohibited by applicable securities laws or regulations, mortgage or other encumbrance of this Lease.
(c) If this Lease is or in which case notice shall be assigned by Landlord to any Lender given as additional security for soon as permissible under such mortgage loan, the consent of laws or regulations) that Tenant’s net worth immediately after such Lender (if required by the terms of the applicable loan documents) shall Equity Sale will be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15no less than Tenant’s net worth immediately before such Equity Sale. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “controlControlling Interest” shall mean having ownership of fifty percent (50%) or more of the outstanding voting stock of a corporation or other majority equity and control interest if not a corporation and the possession of power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, corporation or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderentity.
Appears in 2 contracts
Sources: Office Lease (Avedro Inc), Office Lease (Avedro Inc)
Assignment and Subletting. The Tenant shall not, without the Landlord's prior written consent, which shall not be unresonably withheld, (a) Tenant shall not have the right to assign, transferconvey, mortgage mortgage, pledge, encumber or otherwise encumber transfer (whether voluntarily or otherwise) this Lease or sublease any interest under it; (b) allow any transfer thereof by operation of law except to a subsidiary, affiliate, or permit anyone parent company or to use or occupy a company with which Tenant merges; (c) sublet the Premises or any portion part thereof, without or (d) permit the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned use or delayed by Landlord. Except as expressly permitted under Section 15(d) below, 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. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion part thereof in violation of this Section 15 shallby anyone other than the Tenant. Notwithstanding anything herein to the contrary, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to may assign or transfer this Lease or to sublease sublet the Premises or any portion thereofpotion thereof to any parent, along affiliate or subsidiary of Tenant or any company with reasonably sufficient information about 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 assignee sublease, or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent 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 if the Premises or any part thereof be sublet or occupied by anybody other than the Tenant, Landlord may, after default by Tenant, collect rent from the assignee, subtenant or occupant, and apply the net amount collected to any assignment the Rent herein reserved, but no such assignment, subletting, occupancy or subletting collection shall not be construed as deemed a 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 any and all liability for further performance by tenant of covenants on the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release part of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Leaseherein contained.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.
Appears in 2 contracts
Sources: Office Lease (Elastic Networks Inc), Office Lease (Elastic Networks Inc)
Assignment and Subletting. (a) Tenant Subtenant shall not have the right to assignassign this Sublease or sub-sublease all or a portion of the 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, transfersubject to (x) the approval of Sublandlord, mortgage which approval shall be granted or otherwise encumber this 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 or permit anyone to use or occupy the Premises or of any portion thereof, without of the prior written consent Subleased Premises following Sublandlord’s failure to respond to a second (2nd) notice from Subtenant as described in Section 14.2 of Landlord, which consent shall the Original Master Lease (as incorporated herein by reference) will not be unreasonably withheld, conditioned deemed to constitute consent (or delayed by Landlord. Except as expressly permitted under Section 15(ddeemed consent) below, 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. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting 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 such consent is granted, and the effectiveness of any such consent shall be conditioned upon Landlord’s and Sublandlord’s receipt of all such fees and costs. Subtenant shall have the benefits of Section 14.8 (Permitted Transfers) of the Original Master Lease. For the purpose of this Sublease, any sale or transfer of Subtenant’s capital stock, redemption or issuance of any additional stock of any class or the trading of any of Subtenant’s stock if Subtenant is a publicly traded company shall not be construed deemed an assignment, subletting or any other transfer of this Sublease or the Subleased Premises so long as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant such transaction does not constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use Transfer” pursuant to Section 4 14.6 of the Original Master Lease. Moreover, none of the following shall be deemed an assignment, subletting or any other transfer of this Lease and, in Sublease or the case of an assignment Subleased Premises so long as such assignee is bound by the terms and conditions of this Lease and assumes all transaction does not constitute a “Transfer” pursuant to Section 14.6 of the obligations and liabilities Original Master Lease: (i) a sale of Tenant hereunder thereafter arisingcorporate 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. In The terms of the case of a sublease, immediately preceding two (A2) Landlord is not, and sentences will not become, a party be deemed to such sublease, and (B) bind Landlord or restrict Landlord’s consent ability to such sublease does not create construe any transaction as a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted Transfer in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this the Master Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.
Appears in 2 contracts
Sources: Sublease (Lyft, Inc.), Sublease (Lyft, Inc.)
Assignment and Subletting. (a) Tenant shall not have the right to assign, transfer, mortgage or otherwise encumber assign this Lease or sublease any of Tenant’s rights or obligations hereunder, or sublet or permit anyone to use or occupy the Premises or any portion part thereof, without (i) the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no No assignment or transfer of this Lease or the right of occupancy hereunder may be effectuated effected by operation of law or otherwise without the Landlord’s prior written consent of Landlordconsent. Any attempted assignment assignment, subletting or transfer by Tenant occupancy, Landlord’s consent thereto or Landlord’s collection or acceptance of this Lease rent from any assignee, subtenant or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shalloccupant, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any liability hereunder (if being understood that Tenant shall at all times remain primarily liable as a principal and all liability for the performance of all covenants not as a guarantor or a surety) and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant or any assignee, subtenant or occupant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect obtaining Landlord’s prior written consent’ to any subsequent assignment assignment, subletting or sublettingoccupancy. Any Tenant assigns to Landlord any sum due from any assignee, subtenant or occupancy of Tenant as security for Tenant’s performance of its obligations pursuant to this Lease. Tenant authorizes each such sublease assignee, subtenant or assignment 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 subject and subordinate paid directly to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations collection of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing rent shall not be construed as limiting an acceptance of such assignee, subtenant or waiving 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 rightwritten consent, under this Section 15, 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 an any assignment, transfersubletting, mortgage 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 providing its consent to such assignment, subletting, occupancy or mortgage.
(b) lf 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 be deemed a voluntary assignment of this Lease. If Tenant is a Corporation or a partnership with a corporate general partner, then any dissolution, merger, consolidation or other encumbrance reorganization of Tenant (or such corporate general partner), or any sale or transfer of a controlling interest of its capital stock, shall be deemed a voluntary assignment of this Lease. Whether Tenant is a partnership, corporation or any other type of entity, then at the option of Landlord, a sale of all or substantially all of its assets or a change in its name shall also be deemed a voluntary assignment of this Lease.
(c) If Tenant wants to assign, sublet or otherwise transfer all or part of the Premises or this Lease is Lease, then Tenant shall give Landlord written notice (“Tenant’s Request Notice”) of the identity of the proposed assignee or shall be assigned by Landlord to any Lender as additional security for such mortgage loansubtenant and its business, the consent of such Lender (if required by the all terms of the applicable loan documentsproposed assignment or subletting, the commencement date of the proposed assignment or subletting (the “Proposed Sublease Commencement Date”), the area proposed to be assigned or sublet (the “Proposed Sublet Space”) and such other information as Landlord may reasonably request. Tenant shall also transmit therewith the most recent financial statement or other evidence of financial responsibility of such assignee or subtenant and a certification executed by Tenant and such proposed assignee or subtenant stating whether any premium or other consideration is being paid for the proposed assignment or sublease.
(d) If Tenant proposes to assign this Lease, Landlord may, at its option, upon written notice to Tenant given within thirty (30) days after its receipt of Tenant’s notice of proposed assignment, together with all other necessary information, elect to recapture the Premises and terminate this Lease. If Tenant proposes to sublease all or part of the Premises for the remainder of the Term, or for a portion of the Term ending within the last twelve (12) months thereof, Landlord may, at its option upon written notice to Tenant given within thirty (30) days after its receipt of Tenant’s notice of proposed subletting, together with all other necessary information, elect to recapture such portion of the Premises as Tenant proposes to sublease and upon such election by Landlord, this Lease shall terminate as to the portion of the Premises recaptured. If a portion of the Premises is recaptured, the Rent payable under this Lease, and, if the area recaptured constitutes more than fifty percent (50%) of the Rentable Square Feet of the Premises prior to such recapture, the Security Deposit, shall be requiredproportionately reduced based on the square footage of the Rentable Square Feet retained by Tenant and the square footage of the Rentable Square Feet leased by Tenant immediately prior to such recapture and termination, when applicableand Landlord and Tenant shall thereupon execute an amendment to this Lease in accordance therewith. Landlord may thereafter, without limitation, lease the recaptured portion of the Premises to the proposed assignee or subtenant without liability to Tenant. Upon any such termination, Landlord and Tenant shall have no further obligations or liabilities to each other under this Lease with respect to the recaptured portion of the Premises, except with respect to obligations or liabilities which accrue or have accrued hereunder as of the date of such termination (in the same manner as if the date of such termination were the date originally fixed for the expiration of the Term hereof). No reduction in the Security Deposit as a result of the recapture of an area of the Premises shall occur until sixty (60) days following the recovery by Landlord of possession of the portion of the Premises recaptured, and prior to any such reduction, Landlord shall have the right to deduct from the Security Deposit the amount the damages, if any, sustained by Landlord as a result of the failure to Tenant to deliver possession of the portion of the Premises recaptured in the condition required by Paragraph 26 of this Lease, as if the date of recapture were the date of the expiration of the Lease Term.
(e) If any sublease, assignment or other transfer (whether by operation of law or otherwise) provides that the subtenant, assignee or other transferee (or any affiliate thereof) is to pay any amount in excess of the rent and other charges due under this Lease, then, whether such excess be in the form of an increased rental, lump sum payment, payment for the sale or lease of fixtures or other leasehold improvements or any other form (and if the applicable space does not constitute the entire Premises, the amount and existence of such excess shall be determined on a pro rata basis), Tenant shall pay to Landlord fifty percent (50%) of any such excess upon such terms as shall be specified by Landlord and in addition no event later than ten (10) days after Tenant’s receipt thereof. Tenant shall in all events diligently pursue the collection of all amounts owed by any subtenant, assignee or other transferee. Landlord shall have the right to inspect and audit Tenant’s books and records relating to any consents sublease, assignment or other transfer. Any sublease, assignment or other transfer shall be effective on forms supplied or approved by Landlord.
(f) Notwithstanding anything in this Paragraph 12 to the contrary, provided (i) this Lease shall be in full force and effect, and (ii) Tenant shall not, within the two (2) year period preceding the preceding the assignment or subletting contemplated hereby, have either (x) committed more than two monetary defaults as to which Landlord has issued a notice in accordance with the provisions of Paragraph 17 hereof, or (y) committed more than two non-monetary defaults as to which Landlord issued a notice in accordance with the provisions of Paragraph 17 hereof, Tenant may, without Landlord’s consent, but after providing written notice to Landlord, assign this Lease or sublet all or any portion of the Premises to any Related Entity (as hereinafter defined) provided that (u) in the event of an assignment, such Related Entity assumes in full all of Tenant’s obligations under this Lease; (v) Landlord is provided with a counterpart of the fully executed agreement of assignment or sublease; (w) Tenant remains liable under the terms of this Lease; (x) such Related Entity is not a governmental entity or agency; (y) such Related Entity’s use of the Premises is the substantially the same as that of Tenant, or is otherwise consistent with the provisions of Paragraph 5(a) hereof; and (z) such Related Entity does not require additional services other than those agreed to be provided by Landlord under the terms of this Section 15Lease. Landlord agrees to use diligent and good faith efforts to obtain consent to “Related Entity” shall be defined as any proposed assignment from any such Lender.
(d) Notwithstanding the foregoingparent company, so long as Tenant subsidiary, affiliate or related corporate entity of Tenant, which controls, is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Leasecontrolled by, or sublet the whole is under common control with Tenant, or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; Tenant, and which Related Entity has a net worth equal to or (iii) any corporation or entity controlled in whole or in part by Savvis (each greater than that of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction Tenant as of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all date of the terms, conditions and provisions execution of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.
Appears in 2 contracts
Sources: Deed of Lease (Maravai Lifesciences Holdings, Inc.), Deed of Lease (Maravai Lifesciences Holdings, Inc.)
Assignment and Subletting. (a) Except as permitted herein, Tenant shall not have the right to directly or indirectly, voluntarily or by operation of law, sell, assign, transferencumber, mortgage pledge or otherwise encumber transfer or hypothecate all or any portion of its interest or rights with respect to the Premises or Tenant’s leasehold estate hereunder (collectively, “Assignment”), or permit all or any portion of the Premises to be occupied by anyone other than Tenant or sublet all or any portion of the Premises or transfer a portion of its interest in or rights with respect to Tenant’s leasehold estate hereunder (collectively, “Sublease”) or any portion thereof without Landlord’s prior written consent in each instance, which consent may not be unreasonably withheld, conditioned or delayed.
(b) If Tenant desires at any time to enter into an Assignment of this Lease or sublease or permit anyone to use or occupy a Sublease of the Premises or any portion thereof, without the prior it shall first give written consent notice to Landlord of Landlordits desire to do so, which consent notice shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(dcontain (a) below, 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. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease name of the Premises proposed assignee, subtenant or occupant, (b) the terms and provisions of the proposed Assignment or Sublease, and (c) such financial information or other information as Landlord may reasonably request concerning the proposed assignee and/or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Leaseproposed guarantor. Tenant agrees shall also pay within ten (10) business days following receipt of written invoice stating Landlord’s reasonable third party fees and expenses in connection with the review and approval of such proposed action, not to give exceed $500 per request. Landlord at least twenty shall provide consent or denial of consent within thirty (2030) days’ advance written notice days following its receipt of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for aboverequest.
(bc) The No consent by Landlord to any assignment Sublease or subletting Assignment by Tenant shall not be construed as a waiver or release relieve Tenant of Tenant from any and all liability for the performance of all covenants and obligations obligation to be performed by Tenant under this Lease, nor shall whether arising before or after the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this LeaseSublease. Landlord’s The consent by Landlord to any assignment Sublease or subletting Assignment shall not be construed as relieving relieve Tenant from the obligation to obtain Landlord’s express written consent to any other Sublease or Assignment. Any Assignment or Sublease that is not in compliance with this Section shall be void and Tenant shall be in default under the terms of complying with the provisions of Section 15(aLease.
(d) aboveEach assignee, other than Landlord, shall assume, as applicableprovided in this Section 9(d), with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as obligations of Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of under this Lease and shall be and remain liable for the payment of Rent and Additional Charges, and for the performance of all the terms, covenants, conditions and agreements herein contained on Tenant’s part to be performed for the Term. No Assignment shall be binding on Landlord unless the assignee or Tenant shall deliver to Landlord a counterpart of the Assignment and an instrument in recordable form that contains a covenant of assumption by the assignee satisfactory in substance and form to Landlord, consistent with the requirements of this Section 9(d), but the failure or refusal of the assignee to execute such instrument of assumption shall not release or discharge the assignee from its liability as set forth above.
(e) Notwithstanding anything herein to the contrary and subject to compliance with Section 9(f) herein, without Landlord’s prior written consent, Tenant shall have the right to (i) sublease all or a portion of the Premises to a successor entity or to any affiliate (within the meaning of such term as set forth in Rule 501 of Regulation D under the Federal Securities Act of 1933) of Tenant, provided that such successor entity or affiliate assumes in writing all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, under this Lease; and (Bii) Landlord’s consent assign this Lease to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent successor entity or to any assignment affiliate of Tenant, provided that such successor entity or sublease does not affect affiliate assumes in writing all of the obligations and liabilities of Landlord or Tenant under this Lease, Lease and Landlord’s consent the successor entity has a net worth greater than or equal to the net worth of Tenant as of the Lease Effective Date. Tenant shall give Landlord written notice of such assignment or sublease subleasing as soon as practicable and shall not be construed to provide any required evidence of net worth. A “successor entity” of Tenant shall mean that Landlord has approved any plans a business entity into or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or which Tenant shall be assigned by Landlord to any Lender as additional security for such mortgage loanmerged, reorganized or consolidated or the consent purchaser of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; Tenant for the purpose of maintaining the core business of Tenant.
(f) Any Sublease or Assignment by Tenant must comply with the terms of this Lease and all applicable restrictions and covenants affecting the Building and the Premises.
(iiig) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, Tenant agrees that in the event the rental rate for a sublease permitted hereunder is greater than that which Tenant is obligated to pay hereunder, Tenant shall remit to Landlord, as Additional Charges, fifty percent (50%) of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereundersuch excess each month.
Appears in 2 contracts
Assignment and Subletting. (a) Tenant A. Consent Required ---------------- Subtenant shall not have the right to voluntarily or by operation of law assign, transfer, mortgage mortgage, sublet, or otherwise transfer or encumber all or any part of Subtenant's interest in this Lease Sublease or sublease or permit anyone to use or occupy the Premises or any portion thereof, without the prior written consent of Landlordthe Landlord (in accordance with the apple provisions of the Master Lease) and Sublandlord, which in Sublandlord's reasonable discretion. Any attempted assignment, transfer, mortgage, encumbrance or subletting without such consent shall be void, and shall constitute a breach of this Sublease.
B. No Release ---------- Regardless of any consent by Sublandlord, no subletting or assignment shall release Subtenant of Subtenant's obligation, or alter the primary liability of Subtenant to pay the Base Rent, Additional Rent, and to perform all other obligations to be performed by Subtenant hereunder. The acceptance of rent by Sublandlord from any other person shall not be unreasonably withheld, conditioned or delayed deemed a waiver by LandlordSublandlord of any provision hereof. Except as expressly permitted under Section 15(d) below, 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. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees Consent to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any one assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s deemed consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease In the event of default by any assignee of Subtenant or assignment shall be subject and subordinate to this Lease any successor of Subtenant in all respectsthe performance of any of the terms hereof, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain Sublandlord may proceed directly against Subtenant without the Guarantor hereunder. Any such necessity of exhausting remedies against said assignee or sublessee such additional sublessee.
C. Fees ---- In the event Subtenant shall conduct a business in assign or sublet the Premises which is a permitted use pursuant to Section 4 or request the consent of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent Sublandlord to any assignment or sublease does not affect the obligations of Landlord subletting, or Tenant under this Lease, and Landlord’s consent to such assignment or sublease if Subtenant shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, request the consent of such Lender (if Sublandlord for any act that Subtenant proposes to do, then Subtenant shall reimburse Sublandlord for any fees Sublandlord is required by to pay as tenant pursuant to the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Master Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies reason of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderact.
Appears in 2 contracts
Sources: Sublease Agreement (Webmd Inc), Sublease Agreement (Healtheon Webmd Corp)
Assignment and Subletting. (a) A. Except as otherwise expressly allowed by this Section 16, Tenant shall not have not, without the right to assignprior written consent of Landlord in each case, transfersell, mortgage assign or otherwise encumber in any manner transfer this Lease or any interest therein or the estate of Tenant hereunder, or sublease or permit anyone to use or occupy license the Premises or any portion thereof. Any change in the ownership or control of Tenant (except as to transfers of ownership interests amongst the direct and indirect owners of Tenant existing as of the date of execution hereof) shall be deemed an assignment or transfer in violation of this Section 16.
B. Tenant shall have the right, without Landlord's consent, to sublet space or grant concessions in portions of the Premises, at any time and from time is time, but only for the purpose of permitting the operation of various activities complementing the operation of the Premises for the use specified in Section 6. The right to grant any such concession or sublease hereunder is and shall be expressly conditioned upon the furnishing of written notice by Tenant to Landlord no later than ten days after the consummation of any such granting of concession or sublease, such notice to include the name and address of the concessionaire or sublessee and the permitted use of the sublet or concession space, as well as a copy of the concession agreement or sublease instrument executed between the parties. Any such concession or sublease agreement shall expressly provide that such agreement is and shall be expressly subordinate to this Lease and to all Mortgages whether then existing or thereafter created, and any such subtenant or concessionaire shall agree therein that in the event any termination of this Lease, of a foreclosure or exercise of a power of sale under any Mortgage or conveyance of the Premises in lieu thereof (each a "Foreclosure"), such sublease or concession shall terminate (and such subtenant or concessionaire shall become merely a tenant at sufferance) or, at the option of Landlord (if a termination of this Lease) or the transferee of the Premises (if a Foreclosure) such sublease or concession shall continue in force and such subtenant and concessionaire shall then attorn to Landlord or such transferee under such sublease or concession.
C. If this Lease has been transferred, assigned or sold, or the Premises or any part thereof is sublet to or occupied by any party other than Tenant, in each case in violation hereof, Landlord may, after default by Tenant, collect rent from any assignee, subtenant or occupant and apply the net amount collected to the Rent due hereunder (but no such subletting, sale, assignment, occupancy or collection shall be deemed a waiver of any covenant contained in this Lease or release Tenant from any of its obligations hereunder).
D. Tenant shall not at any time during the Term, without the prior written consent of Landlord, which consent shall not be unreasonably withheldpledge, conditioned mortgage or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no assignment hypothecate any of the leasehold estate hereby created 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. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease any of the Premises or any portion thereof the Intangible Personal Property,
E. Engagement of a Hotel Manager in violation compliance with Section 6 shall not constitute a breach of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above16.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.
Appears in 2 contracts
Sources: Lease (KBS Strategic Opportunity REIT II, Inc.), Lease (KBS Strategic Opportunity REIT II, Inc.)
Assignment and Subletting. (a) A. Tenant shall will not have the right to assign, transfer, mortgage mortgage, or otherwise encumber this Lease or sublease sublet or rent (or permit anyone to occupancy or use or occupy of) the Premises Demised Premises, or any portion part thereof, without obtaining the prior written consent of Landlord, which shall not be unreasonably withheld, nor shall any assignment or transfer of this Lease be effectuated by operation of law or otherwise, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed . It is acknowledged and agreed by Landlord. Except as expressly permitted under Section 15(d) below, the parties that Tenant’s allowing clients to come in to use Tenant’s facility at the Demised Premises on a temporary basis but with no possessory rights shall not be considered an assignment or transfer subletting. Landlord may require Tenant to obtain and submit current financial statements of this Lease any proposed subtenant or assignee prior to granting its consent. In the right event of occupancy hereunder may be effectuated an assignment, Tenant shall pay to Landlord a fee to cover accounting costs, plus any legal fees incurred by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease Landlord as a result of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Leaseassignment. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from the terms of any and all liability for the performance of all covenants and obligations to be performed by Tenant covenant or obligation under this Lease, nor shall the collection or acceptance of rent from any such assignee, transferee subtenant, or subtenant occupant constitute a waiver or release of Tenant from of any of its liabilities covenant or obligations under obligation contained in this Lease. Landlord’s consent to , nor shall any such assignment or subletting shall not be construed as relieving to relieve Tenant from obtaining the obligation written consent of complying with the provisions of Section 15(a) above, as applicable, with respect Landlord to any subsequent further assignment or subletting. Any In the event that Tenant defaults hereunder, Tenant hereby assigns to Landlord the rent due from any subtenant and hereby authorizes each such sublease or assignment shall be subject and subordinate subtenant to this Lease in all respects, and pay said rent directly to any amendments, modifications, renewals, extensions or expansions hereofLandlord. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain Landlord may require an additional security deposit from the Guarantor hereunder. Any such assignee or sublessee shall conduct subtenant as a business in the Premises which is a permitted use pursuant to Section 4 condition of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to its consent.
B. Upon any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, all termination rights, extension/renewal options, rights of refusal, rights of first notice, expansion rights and any other option rights shall terminate and be of no further force or effect. Further, Tenant shall not have the Guaranty right to exercise any such termination rights, extension/renewal options, rights of refusal, rights of first notice, expansion rights or any other option rights unless Tenant shall remain be in full force occupancy of the Demised Premises at the time of exercise.
C. If any sublease, assignment or other transfer (whether by operation of law or otherwise and effectwhether consented to or not) provides that the subtenant, assignee or other transferee is to pay any amount in excess of the rent and other charges due under this Lease (except rent or other payments received that are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the Premises by Tenant for the subtenant or assignee, and Savvis Communications Corporation other reasonable expenses incident to the subletting or assignment, including standard leasing commissions), then whether such excess is in the form of an increased monthly or annual rent, a lump sum payment, payment for the sale, transfer or lease of Tenant’s fixtures, leasehold improvements, furniture and other personal property, or any other form (and if the subleased or assigned space does not constitute the entire Premises, the existence of such excess shall remain be determined on a pro rata basis), then Tenant shall pay to Landlord fifty percent (50%) of any such excess as additional rent no later than ten (10) days after Tenant’s receipt thereof. Tenant expressly waives any right that it might have to retain such fifty percent (50%) of the Guarantor hereunderexcess pursuant to the provisions of section 365(f) of the Bankruptcy Code. Landlord shall have the right to inspect and audit Tenant’s books and records relating to any sublease, assignment or other transfer. Any sublease, assignment or other transfer shall be effected on a form approved by Landlord.
Appears in 2 contracts
Sources: Lease (Global Defense Technology & Systems, Inc.), Lease (Global Defense Technology & Systems, Inc.)
Assignment and Subletting. (a) Tenant shall not have the right to assign, transfer, assign or mortgage or otherwise encumber this Lease or sublease sublet all or permit anyone any portion of the Premises without Landlord’s prior written consent, in each instance, which such consent will be granted in Landlord’s reasonable discretion, Any request for Landlord’s written consent shall be accompanied by a copy of the proposed assignment or sublease, which must be in a form acceptable to use Landlord. No assignment, mortgaging, or occupy subletting, if consented to by Landlord, shall relieve Tenant of its liability under this Lease. Tenant shall pay to Landlord, in consideration of Landlord’s written consent to the assignment or sublease, all rent and other consideration received by Tenant from any such assignee or subtenant which is in excess of the rental obligation required under the terms of this Lease for the Premises or any portion thereof, without thereof for which the consent of Landlord is requested. Consent by Landlord to an assignment or sublease shall not operate as a waiver of the necessity of Tenant to obtain the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, 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. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment subsequent assignment, mortgaging or subletting and the terms of any such consent shall not be construed as a waiver or release of Tenant from any and all liability for binding upon the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee mortgagee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Leasesubtenant. Notwithstanding the above, Tenant, without Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean provided that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default in the performance of its obligation under this Lease beyond after any applicable notice and cure periods), may cause an assignment or subletting (each, a “Transfer”) to an Affiliate of Tenant shall have the right, without the consent of if Tenant (a) notifies Landlord but upon at lease thirty (30) days prior written notice to such Transfer; (b) delivers to Landlord, at the time of Tenant’s notice, current financial statements of Tenant and the Affiliate that are reasonably acceptable to Landlord; and (c) the Affiliate assumes and agrees in accordance with the other provisions a writing delivered to and reasonably acceptable to Landlord to perform Tenant’s obligations under this Lease arising after such Transfer and to observe all terms and conditions of this Lease. For purposes of this Section 15 as if consent were required11, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) term “Affiliate” means any corporation persons or entity which controls Savvis in whole that, directly or in part; (ii) any corporation indirectly, controls, is controlled by or entity resulting from the merger or consolidation of Savvis is under common control with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for Tenant. For purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; definition, “control” shall mean means possessing the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the entity by the ownership of a majority of the voting securities, by contract, by interlocking boards interests of directors, the entity. A sale or otherwise. Notwithstanding the foregoing, in the event transfer of any stock shall not constitute an assignment, subletting, subletting or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderas provided herein.
Appears in 2 contracts
Sources: Production Space Lease (Smith Electric Vehicles Corp.), Production Space Lease (Smith Electric Vehicles Corp.)
Assignment and Subletting. (a) Tenant 14.01 Lessee shall not have the right to voluntarily or by operation of law assign, transfer, mortgage mortgage, sublet, pledge, hypothecate or otherwise encumber all or any part of Lessee's interest in this Lease or sublease in the Demised Premises or permit anyone any part thereof, without Lessor's prior written consent and any attempt to use do so without such consent being first had and obtained shall be wholly void and shall constitute a breach of this Lease. If Lessee is a corporation, or occupy partnership any transfer of a controlling ownership interest in the stock of Lessee shall constitute an assignment hereunder.
14.02 If Lessee complies with the following conditions, Lessor shall not unreasonably withhold Lessor's consent to the assignment of this Lease or the subletting of the Demised Premises or any portion thereof, without the prior written consent of Landlord, which consent . Lessee shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(dsubmit in writing to Lessor:
(a) below, 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. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease The name and legal composition of the Premises proposed Assignee or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.Sublessee;
(b) The terms and provisions of the proposed Assignment or Sublease; and
(c) Such financial information as Lessor may reasonably request concerning the proposed Assignee or Sublessee.
14.03 No consent by Landlord Lessor to any assignment or subletting by Lessee shall relieve Lessee of any obligation to be performed by Lessee under this Lease, whether occurring before or after such consent, assignment or subletting. The consent by Lessor to any assignment or subletting shall not be construed as a waiver or release of Tenant relieve Lessee from any and all liability for the performance of all covenants and obligations obligation to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s obtain Lessor's express written consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent other assignment or subletting. Any such sublease or assignment The acceptance of rent by Lessor from any other person shall not be subject and subordinate deemed to this Lease in all respects, and to be a waiver by Lessor of any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 provisions of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of or to be a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment assignment, subletting or sublease does not affect the obligations of Landlord other transfer. Consent to one assignment, subletting or Tenant under this Lease, and Landlord’s consent to such assignment or sublease other transfer shall not be construed deemed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain constitute consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any subsequent assignment, subletting, subletting or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereundertransfer.
Appears in 2 contracts
Sources: Lease Agreement (Catapult Communications Corp), Lease Agreement (Catapult Communications Corp)
Assignment and Subletting. (a) Tenant 18.1 During the Term, Lessee shall not have the right to assign, transfer, mortgage or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises or any portion thereofnot, without the prior written consent of LandlordLessor, which consent shall not may be unreasonably withheldwithheld in the sole discretion of Lessor, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no assignment or transfer of assign this Lease or in any manner whatsoever sublet, assign, sell, pledge, encumber or transfer all or any part of the right Leased Property or any interest in the Leased Property or enter into any management or other similar agreement pursuant to which a party shall undertake responsibility for the management and operation of occupancy hereunder may be effectuated the Leased Property or any portion thereof. Further, Lessee shall not cause or permit any sale, transfer, pledge, assignment or encumbrance of any direct or indirect ownership interest or voting rights in Lessee whether voluntarily, involuntarily, by operation of law or otherwise, and any such act or occurrence shall be deemed to be an assignment of this Lease, and shall require Lessor’s prior written consent which may be withheld in Lessor’s sole discretion. Any violation or breach or attempted violation or breach of the provisions of this Article by Lessee, or any acts inconsistent herewith shall vest no right, title or interest herein or hereunder or in the Leased Property, in any such transferee or assignee, and any such violation, breach or attempted violation or breach shall constitute an Event of Default hereunder permitting Lessor to terminate this Lease or to exercise any of its other remedies in accordance with the provisions of Article 21 herein without any right of Lessee to cure the same. Lessor’s consent to any of the foregoing shall not release Lessee from, or otherwise affect, Lessee’s obligations and liabilities under this Lease. Notwithstanding the foregoing, Lessor hereby consents to a sublease the Facilities to Sublessees pursuant to the subleases listed on Schedule 18.1 attached hereto and made a part hereof; provided however, Lessee shall not amend, modify, terminate or assign any such subleases nor cause or permit any sale, transfer, pledge, assignment or encumbrance of any direct or indirect ownership interest or voting rights in any such Sublessee without the prior written consent of LandlordLessor, which may be withheld in Lessor’s sole and absolute discretion. Any attempted assignment or transfer The approval by Tenant Lessor of such sublease shall not relieve Lessee’s compliance with the terms and provisions of this Lease or its interest herein nor shall said approval be considered a waiver of Lessee’s obligation to obtain Lessor’s prior written consent to any further assignment or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed Leased Property as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwiseArticle. Notwithstanding the foregoing, in the event of Lessor’s consent shall not be unreasonably withheld to any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the termsownership interests in Lessee to employees of Lessee, conditions provided, however, that the majority of ownership interests in Lessee shall be retained by R▇▇▇ ▇▇▇▇▇ and provisions S▇▇▇▇▇ Bench such that the Lessee is under the sole and exclusive control of this Lease, the Guaranty shall remain in full force R▇▇▇ ▇▇▇▇▇ and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderShayne Bench.
Appears in 2 contracts
Sources: Master Lease (Assisted 4 Living, Inc.), Master Lease (Assisted 4 Living, Inc.)
Assignment and Subletting. (a) 7.1. Tenant shall not have the right to assign, transfer, mortgage or otherwise encumber assign this Lease or sublease any of Tenant's rights or permit anyone to use obligations hereunder, or occupy sublet the Premises or any portion part thereof, without the Landlord's prior written consent of consent. Landlord, which 's consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly delayed, provided the proposed assignee or subtenant will use the Premises only for the purposes and in the manner permitted under Section 15(dthis Lease. Landlord shall respond to a request for its approval of a proposed assignment or sublease within ten (10) belowbusiness days following its receipt of a written request for such approval from Tenant, no and Landlord's failure to respond within such ten (10) business day period shall be deemed to constitute Landlord's approval of the assignment or sublease. Landlord shall furnish Tenant with detailed written reasons for Landlord's refusal to approve any assignment or sublease. No assignment or transfer of this Lease or the right of occupancy hereunder may be effectuated effected by operation of law or otherwise without Landlord's prior written consent. Landlord's acceptance or collection of rent from any assignee, subtenant or occupant shall not be construed as a consent to or acceptance of such assignee, subtenant or occupant as a tenant. Neither shall Landlord's consent to any assignment, subletting or occupancy, or Landlord's acceptance or collection of rent from any assignee, subtenant or occupant, 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. Notwithstanding any assignment of Landlord. Any attempted assignment or transfer by Tenant's interest in this Lease, the original Tenant hereunder shall remain liable for all obligations of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default Tenant arising under this Lease. Tenant agrees to give furnish Landlord, upon request, with such financial information concerning any proposed assignee or subtenant as Tenant may have in its possession; however, because the original Tenant remains liable for the obligations of Tenant under this Lease, Landlord at least twenty (20) days’ advance written notice agrees that the financial condition of the proposed assignee or subtenant will not be a reasonable basis for Landlord to withhold approval of such proposed assignee or subtenant. Tenant agrees that, in the event the bulk of the original Tenant's assets are hereafter conveyed to any parent, subsidiary or affiliate of the original Tenant, then, upon any assignment of this Lease occurring after such conveyance, the obligations of Tenant under this Lease shall be guaranteed by the parent, subsidiary or affiliate to which such assets were conveyed. All restrictions and nonmonetary obligations imposed pursuant to this Lease on Tenant shall be deemed to extend to any subtenant, assignee or occupant of Tenant’s intention , and Tenant shall cause such persons to comply with all such restrictions and obligations. Any assignee shall expressly assume in writing all obligations of Tenant arising under this Lease after such assignment is effective.
7.2. Notwithstanding any other provision of this Article 7, Tenant shall have the right to assign or transfer this Lease or to sublease the Premises sublet all or any portion thereofof the Premises, along with reasonably sufficient information about in either case without the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord of Landlord, to any entity that is owned by or under common ownership with Tenant, or to any division or subentity of Tenant, or to any entity or user that is partially owned by Tenant and in the management and operations of which Tenant is an active participant. No such assignment or subletting shall not be construed as a waiver or release of relieve the original Tenant from any and all liability for the performance of all covenants and of the obligations to be performed by Tenant of the tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.
Appears in 2 contracts
Sources: Lease Agreement (American Management Systems Inc), Lease Agreement (American Management Systems Inc)
Assignment and Subletting. (a) Tenant (but not Tenant's assignee) may assign or sublet this Lease with the consent of Landlord, but only if the following terms and conditions are met and fulfilled:
(i) Tenant shall give Landlord not less than twenty (20) days prior written notice of Tenant's intention to assign or to sublet this Lease. Such notice shall set forth: the name of the assignee or sublessee (along with a description and recent financial statements of assignee or sublessee); the date that the assignment or sublease is to be effective; and the use to which the assignee or sublessee intends to put the Premises, and shall contain a copy of the proposed instrument of assignment or sublease.
(ii) The instrument of assignment or the sublease shall be in writing.
(iii) Tenant's assignee shall assume the obligations of Tenant under this Lease.
(iv) The assignment or sublease, and Landlord's acceptance thereof, shall not have relieve Tenant of its primary obligation for the faithful performance of all of the covenants, terms, and conditions hereof on Tenant's part to be performed, including the obligation for payment of rent when due hereunder. Tenant's right to assignassignment or to sublease shall apply solely to Tenant, transfer, mortgage and Tenant's assignee or otherwise encumber sublessee shall have no right to further assign or to sublet this Lease or sublease or permit anyone to use or occupy the Premises lease or any portion thereofthereof without Landlord's prior written consent, which consent Landlord may grant or withhold at its sole and absolute discretion.
(b) No interest of Tenant in this Lease shall be assignable by operation of law. Each of the following acts shall be considered an involuntary assignment:
(i) The corporate dissolution of Tenant;
(ii) If Tenant becomes bankrupt or insolvent, makes an assignment for the benefit of creditors, or institutes a proceeding under the Bankruptcy Act in which Tenant is the bankrupt;
(iii) If a writ of attachment or execution is levied on this Lease;
(iv) If, in any action or proceeding to which Tenant is a party, a receive is appointed with authority to take possession of the Premises; or
(v) The foreclosure by any person holding a security interest in this Lease. An involuntary assignment shall be voidable and, at Landlord's election, shall constitute an Event of Default by Tenant, thereupon giving rise to the remedies contained in this Paragraph.
(c) In the event of any subassignment, sub-sublease, or involuntary assignment without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(dLandlord may either;
(i) below, 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. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under immediately terminate this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.; or
(bii) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(aon ten (10) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior days written notice to LandlordTenant, and in accordance with the other provisions of elect to continue this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain Lease in full force and effect, and Savvis Communications Corporation accept performance from such subtenant, involuntary assignee, or subassignee; in such event, such subtenant, involuntary assignee, or subassignee shall remain execute documents setting forth the Guarantor hereunderprovisions of Paragraph 17(b) above; and the subtenant, involuntary assignee, or subassignee shall have no right to exercise any option in this Lease.
(d) Landlord may accept any rent or performance of Tenant's obligations from any person other than Tenant. Neither a delay in such approval or disapproval, nor an acceptance of rent or other performance, shall constitute a waiver or estoppel of Landlord's right to exercise the remedies herein set forth.
(e) The Landlord, as consideration in connection with such transfer, assignment, or subletting, shall be entitled to receive sixty percent (60%) of all consideration (the excess and/or differential of the rent payable to Landlord and rent, additional rent, and any other consideration paid by Sublessee or Assignee to Tenant) payable in connection therewith, including without limitation, any additional rent or other charges or any lump sum settlement. In connection with such transfer, Landlord reserves the right to make modifications to the other provisions of the Lease, including the cancellation of any options to extend the term of this Lease, as Landlord deems advisable.
Appears in 2 contracts
Sources: Commercial Lease (Finisar Corp), Sublease Agreement (Turnstone Systems Inc)
Assignment and Subletting. (a) Tenant shall not have the right to assign, transfer, mortgage or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises or any portion thereof, without the Except with Sublandlord's prior written consent of Landlord------------------------- consent, which consent shall not be unreasonably withheldwithheld or delayed, conditioned Subtenant shall not assign, transfer, mortgage or delayed by Landlord. Except as expressly permitted under Section 15(dpledge this Sublease, or sublease (which term shall be deemed to include the granting of concessions and licenses and the like) belowall or any part of the Premises, no assignment or transfer of suffer or permit this Lease Sublease or the right of occupancy hereunder may leasehold estate hereby created or any other rights arising under this Sublease to be effectuated assigned, transferred or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law law, or otherwise without permit the prior written consent occupancy of Landlordthe Premises by anyone other than Subtenant. Any attempted assignment assignment, transfer, mortgage, pledge, sublease or transfer by Tenant of this Lease or its interest herein or sublease of encumbrance without such consent shall be void. In the Premises or event that any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee of Subtenant pays to enable Landlord Subtenant any amount in excess of the Monthly Fixed Rent, Additional Rent and any amounts and/or charges then payable hereunder, Subtenant shall promptly pay one hundred (100%) percent of said excess to make the determination called for above.
(b) The consent Sublandlord as and when received by Landlord to any assignment or subletting Subtenant. If Subtenant shall not be construed as a waiver or release of Tenant receive from any and all liability assignee or transferee, either directly or indirectly, any consideration for the performance assignment of all covenants and obligations to be performed by Tenant under this LeaseSublease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business either in the Premises which is a permitted use pursuant form of cash, goods or services, Subtenant shall pay an amount equivalent to Section 4 one hundred (100%) percent of this Lease andsuch consideration to Sublandlord as and when received by Subtenant. Notwithstanding the foregoing, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance pledge of this Lease.
Sublease is subject to and conditioned upon receipt of the prior written consent of the Headlandlord as provided in the Headlease. No assignment or subletting shall affect the continuing primary liability of Subtenant (c) If this Lease is or which, following assignment, shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as joint and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance several with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”assignee), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.
Appears in 2 contracts
Sources: Sublease (Switchboard Inc), Sublease (Switchboard Inc)
Assignment and Subletting. (a) Tenant shall not have the right to directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, assign, transfersublet, mortgage or otherwise encumber all or any portion of its interest in this Lease or sublease in the Premises or permit anyone grant any license for any person other than Tenant or its employees to use or occupy the Premises or any portion thereof, part thereof without obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheldwithheld or conditioned. Any such attempted assignment, conditioned subletting, license, mortgage, other encumbrance or delayed by other use or occupancy without the consent of Landlord shall, at Landlord’s option, be null and void and of no effect. Except as expressly permitted under Section 15(dAny mortgage, or encumbrance of all or any portion of Tenant’s interest in this Lease or in the Premises and any grant of a license for any person other than Tenant or its employees to use or occupy the Premises or any part thereof shall be deemed to be an “assignment” of this Lease.
(b) below, no No assignment or transfer subletting shall relieve Tenant of its obligation to pay the Rent and to perform all of the other obligations to be performed by Tenant hereunder. The acceptance of Rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or the right of occupancy hereunder may to be effectuated a consent to any subletting or assignment. Consent by operation of law Landlord to one subletting or otherwise without the prior written assignment shall not be deemed to constitute a consent of Landlordto any other or subsequent attempted subletting or assignment. Any attempted assignment or transfer by If Tenant of this Lease or its interest herein or sublease of the Premises or desires at any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention time to assign or transfer this Lease or to sublease sublet the Premises or any portion thereof, along with reasonably sufficient it shall first notify Landlord of its desire to do so and shall submit in writing to Landlord all pertinent information about relating to the proposed assignee or transferee or sublessee sublessee, all pertinent information relating to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any proposed assignment or subletting shall not be construed as a waiver or release of Tenant from any sublease, and all liability for such financial information as Landlord may reasonably request concerning the performance of all covenants Tenant and obligations to be performed by Tenant under this Lease, nor shall the collection proposed assignee or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Leasesubtenant. Landlord’s consent to any Any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be expressly subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.
Appears in 2 contracts
Sources: Office Lease (SecureWorks Corp), Office Lease (SecureWorks Holding Corp)
Assignment and Subletting. (a) Tenant Lessee shall not have the right to assign, transfer, mortgage or otherwise encumber assign this Lease or sublease any interest therein, or permit anyone to use or occupy the Premises sublet all or any portion thereofof the Premises, or allow the use of any portion of the Premises by any third party, without the prior written consent of LandlordLessor in each instance, which consent shall may be withheld for any reason. It is Lessor’s intent to not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no approve of any 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 LandlordLease. Any attempted assignment assignment, sublease or transfer by Tenant occupancy does not relieve Lessee from obtaining the consent in writing of this Lease Lessor to any further assignment, subletting or its interest herein occupancy, and does not release Lessee or sublease any guarantor from liability hereunder. Lessor may accept rent from any person or entity in possession of the Premises without the same being deemed consent to an assignment or sublease and without the same being deemed a release of Lessee or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any other party of its liabilities or obligations under this Lease. Landlord’s Lessee shall provide a copy of the proposed sublease or assignment instrument to Lessor when requesting consent and shall provide a copy of the executed sublease or assignment instrument to any Lessor after obtaining consent. Lessee shall pay to Lessor reasonable costs and expenses incurred by Lessor in reviewing a proposed sublease or assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent exceed Five Thousand Dollars ($5,000.00). In considering a request by Lessee for assignment or subletting, it shall be reasonable for Lessor to consider, among other things: (i) the financial record and capability of the proposed assignee or subleases, (ii) the business and personal reputation of the proposed assignee or sublessees and its principals, and (iii) the type of business to be carried on by the proposed assignee or sublessee. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such permitted assignee or sublessee hereunder shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is be bound by all of the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(cb) If Lessor shall have the right at any time to sell or convey the Premises subject to this Lease is or shall be assigned by Landlord to any Lender assign its rights, title and interest as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default Lessor under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in In the event of any assignmentsuch sale or assignment (other than a collateral assignment as security for an obligation of Lessor), sublettingLessor shall be relieved from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or other transfer under this Leaseliabilities accrued prior to the date of such assignment or sale, Savvis shall remain liable for performance and compliance with all of to the terms, conditions and provisions of this Lease, extent that the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderbuyer or assignee assumes such liabilities.
Appears in 2 contracts
Sources: Lease Agreement (Diversey, Inc.), Lease Agreement (Diversey Inc)
Assignment and Subletting. (a) Tenant shall not have the right to not, directly or indirectly, assign, transfersublease, mortgage transfer or otherwise encumber any interest in this Lease or sublease or permit anyone allow any third party to use or occupy any portion of the Premises (collectively or any portion thereofindividually, a “Transfer”) without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned withheld if Landlord does not exercise its recapture rights. Tenant agrees that it is not unreasonable for Landlord to withhold consent to a Transfer to a proposed assignee or delayed by subtenant who is an existing tenant or occupant of the Building or Project or to a prospective tenant with whom Landlord or Landlord. Except as expressly permitted under Section 15(d) below, 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’s affiliate has been actively negotiating. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof Transfer in violation of this Section 15 Article shall be a Default by Tenant and shall, at Landlord’s option, be void. Within 30 days after receipt of executed copies of the option transfer documentation and such other information as Landlord may request, Landlord shall either: (a) consent to the Transfer by execution of a consent agreement in a form reasonably designated by Landlord; (b) refuse to consent to the Transfer; or (c) recapture the portion of the Premises that Tenant is proposing to Transfer. Tenant hereby waives the provisions of Section 1995.310 of the California Civil Code, constitute an Event or any similar or successor Laws, now or hereinafter in effect, and all other remedies, including, without limitation, any right at law or equity to terminate this Lease, on its own behalf and, to the extent permitted under all applicable laws, on behalf of Default the proposed transferee. In no event shall any Transfer release or relieve Tenant from any obligation under this Lease, as same may be amended. Tenant agrees shall pay Landlord a review fee of $1,000.00 for Landlord’s review of any requested Transfer. Tenant shall pay Landlord, as additional Rent, 50% of all rent and other consideration which Tenant receives as a result of a Transfer that is in excess of the Rent payable to give Landlord at least twenty (20) days’ advance written notice for the portion of the Premises and Term covered by the Transfer. Tenant may deduct from the excess all reasonable and customary expenses directly incurred by Tenant attributable to the Transfer, including brokerage fees, marketing expenses, legal fees and constructions costs. If Tenant is in Default, Landlord may require that all sublease payments be made directly to Landlord, in which case Tenant shall receive a credit against Rent in the amount of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for aboveshare of payments received by Landlord.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under may assign this Lease beyond any applicable notice and cure periodsto a successor to Tenant by merger, Tenant shall have consolidation or the rightpurchase of substantially all of Tenant’s assets, or assign this Lease or sublet all or a portion of the Premises to an Affiliate (defined below), without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part provided that all of the Premises to: following conditions are satisfied (a) a “Permitted Transfer”): (i) any corporation or entity which controls Savvis Tenant is not then in whole or in partDefault hereunder; (ii) any corporation or Tenant gives Landlord written notice prior to such Permitted Transfer; and (iii) the successor entity resulting from the any merger or consolidation of Savvis with another corporation Tenant or entity the sale of all or that acquires substantially all of the assets or ownership interests of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each Tenant, has a net worth at the time of (i)-(iii) hereinafter called a the Permitted Transfer that is at least equal to the net worth of Tenant immediately before the Permitted Transfer. “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “controlAffiliate” shall mean the power to direct an entity controlled by, controlling or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance common control with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderTenant.
Appears in 2 contracts
Sources: Lease (Lombard Medical, Inc.), Lease (Lombard Medical, Inc.)
Assignment and Subletting. (a) Tenant shall not have the right to assign, transfersublet, mortgage mortgage, pledge or otherwise encumber this Lease Lease, the Premises, or sublease any interest in the whole or permit anyone to use or occupy the Premises or in any portion thereof, directly or indirectly, without the prior written consent of Landlord, which consent shall not be unreasonably withheldwithheld or delayed. In the event of any assignment, conditioned sublease, mortgage, pledge or delayed by Landlord. Except as expressly permitted under Section 15(dencumbrance, Tenant shall: (i) below, 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. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability remain primarily liable for the performance of all covenants and obligations to be performed by Tenant under terms of this Lease, nor shall (ii) pay all reasonable costs, including without limitation, attorney’s fees, incurred by Landlord in connection with such assignment, sublease or mortgage, and (iii) pay to Landlord fifty percent (50%) of any rental or any fees or charges received by Tenant (less the collection or acceptance actual, reasonable expenses incurred by Tenant in connection with such re-letting as evidenced by written receipts thereof) in excess of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations the Annual Rental payable to Landlord hereunder as further rental under this Lease. Landlord’s consent to any one assignment or subletting shall sublease will not be construed as relieving Tenant from waive the obligation requirement of complying with the provisions of Section 15(a) above, as applicable, with respect its consent to any subsequent assignment or sublettingsublease as required herein. Any such Upon notice to Landlord of a proposed sublease (for all or substantially all of the remaining Term) or assignment of all or any portion of the Premises (the “Proposed Space”), Landlord shall have the option within fifteen (15) days after its receipt of such notice, to terminate this Lease with respect to the Proposed Space, whereupon the parties hereto shall have no further rights or liabilities with respect to the Proposed Space except as otherwise expressly set forth herein. Notwithstanding the foregoing, provided no Tenant default has occurred and is continuing hereunder, Tenant may assign or sublet all or any portion of the Premises upon ten (10) days advance written notice to Landlord (but without Landlord’s consent) to an entity controlled by Tenant or which controls Tenant or in connection with a merger, consolidation, corporate reorganization, or a sale of all or substantially all of its assets or stock, provided that the new controlling entity has a consolidated net worth greater than or equal to Tenant’s consolidated net worth at the time of the proposed transfer (as evidenced by audited financials provided by said assignee). For purposes hereof, “control” shall be subject and subordinate deemed to mean ownership of more than fifty percent (50%) of the ownership interest of any entity. In the event of a proposed assignment of this Lease or subletting of all or a part of the Premises, for which Landlord’s consent is required hereunder, Tenant shall submit to Landlord, in all respectswriting, (i) the name of the proposed assignee or sublessee, (ii) current financial statements, available to Tenant disclosing the financial condition of the proposed assignee or subtenant, (iii) the nature of the business of the proposed assignee or sublessee, and its proposed use of the Premises (any assignment or subletting being subject to any amendmentsrestrictions on use contained in this Lease, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such violation of which by the proposed assignee or sublessee shall conduct constitute absolute grounds for Landlord’s denial of the requested assignment or subletting, such grounds not being the exclusive grounds for denial under clause (iii)) and (iv) the proposed commencement date of the assignment or subletting, together with a business copy of the proposed assignment or sublease. Within thirty (30) days after its receipt of such notice, Landlord shall either approve or disapprove such proposed assignment or sublease in writing. Tenant shall promptly deliver a copy of the Premises which is a permitted use pursuant fully executed assignment or sublease to Section 4 Landlord upon its receipt of same. Notwithstanding anything in this Lease andto the contrary, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to further agrees that any assignment or sublease does not affect shall be subject to the obligations of Landlord or following additional limitations unless Tenant under this Lease, and obtains Landlord’s consent prior consent: (i) in no event may Tenant assign this Lease or sublet all or any portion of the Premises to an existing tenant of the Business Park or its subtenant or assignee (unless Landlord consents to such assignment or sublease shall or Landlord is not be construed otherwise generally able to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance accommodate said existing tenant with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, comparable space in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in partBusiness Park); (ii) any corporation in no event shall the proposed subtenant or assignee be a person or entity resulting with whom Landlord or its agent is negotiating and to or from whom Landlord, or its agent, has given or received any written proposal within the merger or consolidation past three (3) months regarding a lease of Savvis with another corporation or entity or that acquires substantially all of space in the assets of SavvisBusiness Park; or and (iii) Tenant shall not publicly advertise the rate for which Tenant is willing to sublet the Premises; and all public advertisements of the assignment of the Lease or sublet of the Premises, or any corporation portion thereof, shall be subject to prior written approval by Landlord, such approval not to be unreasonably withheld or entity controlled in whole delayed. Said public advertisement shall include, but not be limited to, the placement or display of any signs or lettering on the exterior of the Premises or on the glass or any window or door of the Premises or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction interior of the day to day management and policies of such corporation, whether through Premises if it is visible from the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderexterior.
Appears in 2 contracts
Sources: Lease Agreement (Inspire Pharmaceuticals Inc), Lease Agreement (Inspire Pharmaceuticals Inc)
Assignment and Subletting. (a) Tenant shall not have the right to assign, transfer, mortgage or otherwise encumber this Lease or sublease may sublet or permit anyone to use or occupy the Premises or any portion part thereof (excluding the roof area or portions thereof) to be used or occupied by others, without only with the prior written consent of LandlordLandlord in each instance, which consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) belowdelayed, no assignment and any such sublease, or transfer of this Lease or the right of permission for occupancy hereunder may without such consent shall be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, voidable at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer If this Lease is assigned, or to sublease if the Premises or any portion thereofpart thereof is sublet or occupied by any party other than Tenant, along with reasonably sufficient information about Landlord may, after default by Tenant, collect rent from the proposed assignee assignee, subtenant or transferee occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, subletting, occupancy or sublessee to enable collection shall be deemed a waiver by Landlord to make of Tenant's default, or the determination called for above.
(b) acceptance of the assignee, subtenant or occupant as a tenant, or a release of Tenant from the further performance by Tenant of the obligations on the part of Tenant set forth herein. The consent by Landlord to any an assignment or subletting shall not be construed as a waiver to relieve Tenant, the assignee or the subtenant from obtaining the express consent in writing of Landlord to any further assignment or subletting or to release of Tenant from any liability, whether past, present, or future, under this Lease or from any liability under this Lease because of Landlord's failure to give notice of default by Tenant (or by the assignee or subleases pursuant to the assumption agreement described below) under any of the terms, covenants, conditions, provisions or agreements or this Lease. A transfer of control of Tenant shall be deemed an assignment under this Lease and shall be subject to all liability of the provisions of this Article, including but not limited to the requirement of obtaining Landlords prior written consent, unless Tenant at the time of the proposed transfer is then a publicly held corporation. Notwithstanding the foregoing, no consent shall be required for an assignment or subletting by Tenant to any subsidiary of Tenant, its affiliate or related company. Furthermore, Tenant shall retain any profits, which result from an assignment or sublease. No subletting or assignment, even with the consent of Landlord, shall relieve Tenant of its obligation to pay rent and to perform all its other obligations under this Lease unless otherwise agreed by the parties in writing. Moreover, Tenant shall indemnify and hold Landlord harmless for any acts or omissions by an assignee or subtenant. Each transferee, other than Landlord, shall assume all obligations of Tenant under this Lease and shall be liable jointly and severally with Tenant for the payment of all rent and for the due performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or Tenant's obligations under this Lease. Landlord’s consent No transfer shall be binding upon Landlord unless any document memorializing the transfer is delivered to any Landlord and, if the transfer is an assignment or subletting shall not be construed as relieving sublease, both the assignee/subtenant and Tenant from the obligation deliver to Landlord an executed document which contains: (i) a covenant of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound assumption by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such subleaseassignee/subtenant, and (Bii) Landlord’s consent an indemnification agreement by Tenant, both reasonably satisfactory in substance and form to such sublease does not create a contractual relationship between Landlord and such sublesseeconsistent with the requirements of this Article; provided that, nor does it create any liability the failure of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord assignee/subtenant or Tenant under this Lease, and Landlord’s consent to such assignment or sublease execute the instrument of assumption shall not be construed to mean that Landlord has approved release either from any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of obligation under this Lease. The foregoing acceptance by Landlord of any payment due under this Lease from any other person shall not be construed as limiting deemed to be a waiver by Landlord of any provision of this Lease or waiving Landlord’s right, under this Section 15, to be a consent to an assignment, any transfer, mortgage . Consent by Landlord to one or other encumbrance more transfers shall not operate as a waiver or estoppel to the future enforcement by Landlord of its rights under this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.
Appears in 2 contracts
Sources: Lease Agreement (Allegiant Travel CO), Lease Agreement (Allegiant Travel CO)
Assignment and Subletting. (a) Tenant shall not have the right to assign, transfer, mortgage or otherwise encumber assign this Lease or sublease or permit anyone to use or occupy sublet any portion of the Premises or any portion thereof, without the first obtaining Landlord's prior written consent of Landlordthereto, which consent shall not be unreasonably withheld, conditioned delayed or delayed by Landlordconditioned. Except as expressly permitted under Section 15(d) below, no Tenant's entering into an assignment or sublease shall not release Tenant from its obligations hereunder and no consent to an assignment or subletting shall be deemed to be a consent to any further subletting or assignment. In addition, Tenant shall not convey, mortgage, pledge, encumber or otherwise transfer of (collectively, "Pledge"), whether voluntarily or otherwise, this Lease or the right of occupancy hereunder may be effectuated by operation of law any interest in or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Any attempt by Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer Pledge this Lease or to sublease sublet the Premises or any portion thereof, along with reasonably sufficient information about in contravention of the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for aboveterms of this Lease shall constitute an event of default hereunder.
(b) If Landlord consents to an assignment of this Lease, each assignee hereunder shall assume and be deemed to have assumed this Lease and should be and remain liable jointly and separately with Tenant for all payments and for the due performance of the terms, covenants, conditions and provisions herein contained on Tenant's part to be observed. No assignment shall be binding upon Landlord, unless the Assignee shall deliver to Landlord an instrument containing a covenant of assumption by the assignee. The failure or refusal of an assignee to execute the same shall not release the assignee from its liability as set forth herein.
(c) Any consent by Landlord to any an assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of strict future compliance by Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of this Section 15(a) above18, as applicable, with respect nor shall it be deemed to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as release Tenant hereunder and Savvis Communications Corporation shall remain from the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound full performance by the terms and conditions of this Lease and assumes all Tenant of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a subleaseterms, (A) Landlord is notcovenants, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment provisions or sublease does not affect the obligations of Landlord or Tenant under conditions contained in this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required's consent, to assign this Leaseor sublease all or a portion of the Premises, or sublet the whole leasehold hereunder, to an Affiliate (or part a combination of Affiliates) or a Successor of Tenant. For purposes hereof, an "Affiliate" or "Successor" of Tenant is an entity controlling, under common control with or controlled by Tenant, including an entity resulting from a merger or consolidation by Tenant. Any such Affiliate of Successor of Tenant must expressly assume in writing a pro rata share of Tenant's obligations hereunder in the proportion that the number of square feet of rentable area of the Premises to: (a) (i) any corporation subleased or entity which controls Savvis in whole assigned to such Affiliate or in part; (ii) any corporation or entity resulting from Successor of Tenant bears to the merger or consolidation total number of Savvis with another corporation or entity or that acquires substantially all square feet of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, rentable area in the event Premises, without relieving Tenant of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor liability hereunder.
Appears in 2 contracts
Sources: Lease Agreement (Moro Corp), Lease Agreement (Moro Corp)
Assignment and Subletting. (a) Tenant shall not have the right to assign, transfer, mortgage or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises or any portion thereof, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, 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. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or in any manner transfer this Lease or to sublease any interest therein, nor sublet the Leased Premises or any portion part or parts thereof, along with reasonably sufficient information about or permit occupancy by anyone with, through or under it, without the proposed assignee or transferee or sublessee previous written consent of the Landlord, which the Landlord agrees not to enable Landlord to make the determination called for above.
(b) The consent unreasonably withhold. Consent by Landlord to any assignment one or subletting more assignments of this Lease, or to one or more sublettings of the Leased Premises shall not be construed operate as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant Landlord's rights under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect section to any subsequent assignment or subletting. Any such sublease No assignment or assignment subletting shall release Tenant of any of its obligations under this Lease, or be construed or taken as a waiver of any of Landlord's rights or remedies hereunder. Every assignee or sublessee of this Lease shall be subject to and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is be bound by all of the terms covenants, provisions and conditions of this Lease and assumes to the same extent as the original tenant. Tenant agrees to notify Landlord in writing of its desire to assign this Lease or sublease all or a portion of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, Leased Premises at least thirty (A30) Landlord is not, and will not become, a party days prior to such sublease, and proposed assignment or subletting.
(Bb) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublesseeNeither this Lease nor any interest therein, nor does it create any liability of Landlord to such sublessee. Landlord’s consent estate thereby created, shall pass to any assignment trustee or sublease does not affect receiver in bankruptcy, or any assignee for the obligations benefit of Landlord creditors, or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms operation of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Leaselaw.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent In lieu of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain granting its consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions subletting of this Lease, the Guaranty Landlord may, in its discretion, terminate and cancel this Lease upon thirty (30) days written notice to Tenant, whereupon this Lease shall remain in full force terminate and effectTenant shall be released from all liabilities hereunder, and Savvis Communications Corporation shall remain the Guarantor hereunderexcept for all accrued liabilities.
Appears in 2 contracts
Sources: Lease (Medgenesis Inc), Lease (Medgenesis Inc)
Assignment and Subletting. (a) The Tenant shall agrees not have the right to assign, transfer, or mortgage this lease or otherwise encumber this Lease any right or sublease interest therein, or permit anyone to use or occupy sublet the Leased Premises or any portion part thereof, 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 be unreasonably withheld, conditioned as a guarantor or delayed by Landlord. Except surety to the same extent as expressly permitted under Section 15(d) below, though 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 Landlordsublease had been made. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent Consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that be consent to any additional assignment or subletting. Each such successive act shall require similar consent of Landlord. Landlord has approved shall be reimbursed by Tenant for any plans costs or specifications expenses incurred as a result of Tenant's request for renovations consent to the Premises intended by such assignee or sublessee and that any such work to assignment or subletting. In the Premises must be conducted in accordance with event Tenant subleases the terms of this Lease. The foregoing shall not be construed as limiting Leased Premises, or waiving Landlord’s rightany portion thereof, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If assigns this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, with the consent of the Landlord at an annual Base Rental exceeding that stated herein, such Lender excess shall be paid by Tenant to Landlord as additional rental hereunder within ten (10) days after receipt by Tenant. Upon the occurrence of an "event of default" as defined below, if required by the terms all or any part of the applicable loan documents) shall be requiredLeased Premises are then assigned or sublet, when applicableLandlord may, in the same manner as and in addition to any consents other remedies provided by this lease or provided by law, collect directly from the assignee or subtenant all rents due to Tenant. Landlord shall have a security interest in all properties on the Leased Premises to secure payment of such sums. Any collection directly by Landlord under from the terms assignee or subtenant shall not be construed, however, to constitute a novation or a release of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment Tenant from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default further performance of its obligations under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwiselease. Notwithstanding the foregoing, in it is expressly agreed that if this Lease is assigned to any person or entity pursuant to the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all provisions of the termsBankruptcy Code, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.11 U.S.
Appears in 2 contracts
Sources: Commercial Lease Agreement (Avanex Corp), Commercial Lease Agreement (Avanex Corp)
Assignment and Subletting. (a) A. Tenant shall agrees not have the right to assign, transfersublet, license, mortgage or otherwise encumber this Lease or sublease or permit anyone to use or occupy Agreement, the Premises Premises, or any portion part thereof, whether by voluntary act, operation of law, or otherwise, without the specific prior written consent of LandlordLandlord in each instance. If Tenant is a corporation or a partnership, which consent transfer of a controlling interest of Tenant shall be considered an assignment of this Lease Agreement for purposes of this Article. Consent by Landlord in one such instance shall not be unreasonably withhelda waiver of Landlord’s rights under this Article as to requiring consent for any subsequent instance. In the event Tenant desires to sublet a part or all of the Premises, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no assignment or transfer of assign this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior Agreement, Tenant shall give written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees notice to give Landlord at least twenty thirty (2030) days’ advance written days prior to the proposed subletting or assignment, which notice shall state the name of Tenantthe proposed subtenant or assignee, the terms of any sublease or assignment documents and copies of financial reports or other relevant financial information of the proposed subtenant or assignee. At Landlord’s intention to assign or transfer this Lease or to sublease the Premises or option, any portion thereof, along with reasonably sufficient information about and all payments by the proposed assignee or transferee sublessee with respect to the assignment of sublease shall be paid directly to Landlord. In any event no subletting or sublessee assignment shall release Tenant of its obligation to enable Landlord pay the rent and to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and perform all liability for the performance of all covenants and other obligations to be performed by Tenant under hereunder for the Term of this Lease, nor shall the collection or Lease Agreement. The acceptance of rent by Landlord from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting other person shall not be construed as relieving Tenant from the obligation deemed to be a waiver by Landlord of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions provision hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) At Landlord’s consent to such sublease does not create a contractual relationship between option, Landlord and such sublessee, nor does it create any liability may terminate the Lease Agreement in lieu of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain giving its consent to any proposed assignment from any such Lenderof this Lease Agreement or subletting of the Premises (which termination may be contingent upon the execution of a new lease with the proposed assignee or subtenant).
(d) Notwithstanding B. Landlord’s right to assign this Lease Agreement is and shall remain unqualified upon any sale or transfer of the foregoingBuilding and, so long as Tenant is not in default providing the purchaser succeeds to the interests of Landlord under this Lease beyond any applicable notice and cure periodsAgreement, Tenant Landlord shall have the right, without the consent thereupon be entirely freed of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part all obligations of the Premises to: (a) (i) Landlord hereunder and shall not be subject to any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity liability resulting from the merger any act or consolidation of Savvis with another corporation omission or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided event occurring after such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderconveyance.
Appears in 2 contracts
Sources: Lease Agreement (Mathstar Inc), Standard Office Lease Agreement (Mathstar Inc)
Assignment and Subletting. (a) Tenant shall not have the right to assign, transfer, mortgage or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises or any portion thereofnot, 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 by Landlord. Except as expressly permitted under Section 15(d(ii) below, no permit any assignment or transfer 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 hereunder may be effectuated of any portion of the leased Premises, or (v) permit the use of the leased Premises by operation of law or otherwise any parties other than Tenant, its agents and employees and any such act without the Landlord’s prior written consent shall be void and of no effect. 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. Any attempted Notwithstanding any assignment or transfer by subletting, Tenant and any guarantor of Tenant’s obligations under this Lease or its interest herein or sublease shall at all times remain fully responsible and liable for the payment of the Premises or any portion thereof in violation rent herein specified and for compliance with all of this Section 15 shall, at the option of Landlord, constitute an Event of Default Tenant’s other obligations under this Lease. If an event of default, as hereinafter defined, should occur while 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 sublessee all rents becoming due to Tenant agrees under such assignment or sublease and apply such rent against any sums due to give Landlord at least twenty (20) days’ advance written by Tenant hereunder, and 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 its obligations hereunder. Receipt by Landlord of rent from any assignee, sublessee or occupant of the leased Premises shall not be deemed a waiver of the covenant of this Lease contained against assignment and subletting or a release of Tenant under this Lease. The receipt by Landlord from any such assignee or sublessee obligated to make payments of rent shall be a full and complete release, discharge, and acquittance to such assignee or sublessee to the extent of any such amount of rent so paid to Landlord. Landlord is authorized and empowered, on behalf of Tenant’s intention , to assign endorse the name of Tenant upon any check, draft, or transfer 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 to sublease in the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for aboveleased Premises.
(b) The If Tenant requests Landlord’s consent to an assignment of the Lease or subletting of all or a part of the Premises, it shall submit to Landlord, in writing, the name of the proposed assignee or subtenant and the nature and character of the business of the proposed assignee or subtenant, the term, use, rental rate and other particulars of the proposed subletting or assignment, including without limitation, evidence satisfactory to Landlord [illegible] he proposed subtenant or assignee [illegible] financially responsible and will immediately occupy and thereafter use the Premises (or any sublet portion thereof) for the remainder of the lease term (or for the entire term of the sublease, if shorter). Landlord shall have the option (to be exercised within ten (10) days after submission of Tenant’s written request) to cancel this Lease (or the applicable portion thereof as to a partial subletting) as of the commencement date stated in the above-mentioned subletting or assignment. If Landlord elects to cancel this Lease as stated, then the term of this Lease, and the tenancy and occupancy of the leased Premises by Tenant thereunder, shall cease, terminate, expire and come to an end with respect to that portion of the Premises so assigned or sublet as if the cancellation date were the original termination date of this Lease and Tenant shall pay to Landlord all costs or charges which are the responsibility of Tenant hereunder with respect to that portion of the Premises so assigned or sublet, and Tenant shall, at its own cost and expense, discharge in full any outstanding commission obligation of Landlord with respect to this Lease, or any part hereof so canceled. Thereafter Landlord may lease the Premises to the prospective subtenant or assignee without liability to Tenant. If Landlord does not thus cancel this Lease, the terms and provisions of paragraph (a) hereof will apply.
(c) If Landlord consents to any subletting or assignment or subletting shall not be construed by Tenant as a waiver or release herein provided, and subsequently any rents received by Tenant under any such sublease are in excess of Tenant from any and all liability for the performance of all covenants and obligations to be performed rent payable by Tenant under this Lease, nor or any additional consideration is paid to Tenant by the assignee under any such assignment, then Landlord may, at its option, either (i) declare such excess rents under any sublease or such additional consideration for an assignment to be due and payable by Tenant to Landlord as additional rent hereunder, or (ii) elect to cancel this Lease as provided in paragraph (b) hereof.
(d) Landlord shall have the collection right to transfer, assign or acceptance of rent from convey, in whole or in part, the Building and any assignee, transferee or subtenant constitute a waiver or release of Tenant from any and all of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant rights under this Lease, and Landlord’s consent in the event Landlord assigns its rights under this Lease, Landlord shall thereby be released from any further obligations hereunder, and Tenant agrees to look solely to such successor in interest of Landlord for performance of such obligations.
(e) Tenant shall not offer the Premises for lease, assignment or sublease shall not be construed (without implying the consent of Landlord to mean that Landlord has approved any plans or specifications for renovations to offer the Premises intended by such assignee or sublessee and that for any such work to purposes) at a rental rate less than the Premises must be conducted then “current building rental rate,” which is the rental rate for space in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned Building offered by Landlord to third parties. In the event there is any Lender controversy or question as additional security for to the current building rental rate offered by Landlord, Landlord shall be the sole and exclusive determinate of such mortgage loanrental rate. In the event Tenant shall enter into a lease, assignment or sublease of the Premises (without implying the consent of such Lender (if required by Landlord thereto) and the terms of rental rate is other than the applicable loan documents) shall be requiredcurrent building rental rate, when applicableLandlord, in the same manner as and in addition to any consents by other right or remedy available to Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
may (d1) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign terminate this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.
Appears in 2 contracts
Sources: Office Building Lease Agreement, Office Building Lease Agreement (Rackspace Inc)
Assignment and Subletting. (a) Except as herein provided, Tenant shall may not have the right to assignassign this lease in whole or in part, transfer, mortgage or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises nor sublet all or any portion thereofof the Premises, 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 by Landlord. Except as expressly permitted under Section 15(d) below, no required if such assignment or transfer sublease is from Tenant to a wholly owned subsidiary of this Tenant or to a wholly owned subsidiary of Tenant’s parent, if any, provided that the Ground Lease Landlord has been consulted and is satisfied with the entity or entities guarantying the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default assignee’s performance under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord or Ground Lease Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s the necessity for such consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease No assignment, under letting, occupancy or assignment collection shall be subject 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 subordinate to this Lease in all respectsand the leasehold estate created hereunder to institutional lenders providing financing to Tenant, and to Tenant’s parent, if any, or to any amendments, modifications, renewals, extensions subsidiary or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities affiliate of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean provided that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of a foreclosure sale any assignmentpurchaser 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, subletting, or other transfer under this Lease, Savvis Tenant shall remain fully liable for performance on this Lease and compliance with all shall not be released from performing any of the terms, covenants and conditions hereof or any rents or other sums to be paid hereunder. Tenant acknowledges and provisions agrees that any and all right and interest of the Landlord in and to the Premises, and all right and interest of the Landlord in this Lease, may be conveyed, assigned or encumbered at the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain sole discretion of the Guarantor hereunderLandlord at any time.
Appears in 2 contracts
Sources: Lease (Radiation Therapy Services Holdings, Inc.), Lease (Radiation Therapy Services Holdings, Inc.)
Assignment and Subletting. (a) Tenant shall not have the right to either voluntarily, or by operation of law, assign, transfer, mortgage mortgage, pledge, hypothecate or otherwise encumber this Lease or sublease or permit anyone to use or occupy 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 any portion thereof, without first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed by 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. Except as expressly permitted under Section 15(d) below, no 's consent to such 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. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease subletting, it shall notify Landlord in writing of the Premises or any portion thereof in violation name and address of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee subtenant and the nature and character of the business of the proposed assignee or sublessee subtenant and shall provide financial statements for the proposed assignee or subtenant. Landlord shall have the option (to enable 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 to make shall not exercise its option within the determination called for time set forth above.
(b) The , its consent by Landlord to any proposed assignment or subletting shall not be construed unreasonably withheld. if Landlord approves an assignment or subletting as a waiver 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 release sublease pursuant to the provisions of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor 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 the collection not be deemed to be a consent to any other or acceptance of rent from any assigneesubsequent assignment, transferee subletting, occupation or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s use and consent to any assignment or subletting shall not be construed as relieving in no way relieve Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent liability under this Lease. Any assignment or sublettingsubletting without Landlord's consent shall be void, and shall, at the option of the Landlord, constitute a default under this Lease. Any such In the event that Landlord shall consent to a sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have pay Landlord's reasonable fees, not to exceed one hundred dollars per transaction, incurred in connection with processing of documents necessary to the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies giving of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderconsent.
Appears in 2 contracts
Sources: Lease Agreement (Brighton Technologies Corp), Lease Agreement (Brighton Technologies Corp)
Assignment and Subletting. (a) Tenant shall not have the right to assignnot, transfereither voluntarily or by operation of law, mortgage directly or otherwise encumber indirectly, sell, assign or transfer this Lease Lease, in whole or sublease in part, or permit anyone to use or occupy sublet the Premises or any portion part thereof, or permit the Premises and Common Area or any part thereof to be occupied by any person, corporation, partnership, or other entity except Tenant or Tenant’s employees, without the prior written consent of LandlordLandlord in each instance. A merger, which consent shall not be unreasonably withheldacquisition, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no assignment or transfer of stock control in Tenant, if Tenant is a corporation, or a transfer of a greater than 49% beneficial ownership interest in Tenant, if Tenant is a partnership or other entity, shall be deemed an act of assignment hereunder. Any sale, assignment, mortgage, transfer or subletting of this Lease or the right of occupancy hereunder may be effectuated by operation of law Premises or otherwise without Common Area which is not in compliance with the prior written consent of Landlord. Any attempted assignment or transfer by Tenant provision of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this LeaseParagraph 13 shall be void. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver relieve Tenant from the obligation to obtain the express prior written consent of Landlord to any further assignment or release of subletting, or relieve Tenant from any and all liability for or obligation hereunder, whether or not then accrued. Notwithstanding the performance of all covenants and obligations to be performed by Tenant under this Leaseforgoing, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment a sublease of all or subletting a portion of the Premises to a third party shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(aunreasonably withheld, conditioned or delayed.
(b) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) If Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent consents to any assignment or sublease does by Tenant, Tenant shall not affect the be relieved of its obligations of Landlord under this Lease and Tenant shall remain liable, jointly and severally and as a principal, and not as a guarantor or Tenant surety, under this Lease, and Landlord’s consent to such the same extent as though no assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this LeaseTenant had been made. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If an assignment or sublease is consented to by Landlord and the rental due and payable by an assignee or subtenant (or a combination of rent payable thereunder plus any other consideration directly or indirectly incident to the assignment or sublease) exceeds the rent payable under this Lease is Lease, then Tenant shall pay to Landlord, as Additional Rent, 100% of such excess rental within 10 days following receipt thereof by Tenant from the assignee or subtenant, as the case may be. In such event, any rent received by Tenant from an assignee or subtenant shall be assigned held by Tenant in trust for Landlord, to be forwarded immediately to Landlord without offset or reduction at any time, and, upon election by Landlord, such rental shall be paid directly to Landlord and credited to any Lender as additional security for such mortgage loan, the consent of such Lender (if required amounts owed by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such LenderTenant hereunder.
(d) If Landlord consents to an assignment or sublease by Tenant, any option to renew this Lease or right to extend the Lease Term shall automatically terminate unless otherwise agreed to in writing by Landlord. Any request for an assignment or sublease shall be accompanied by a minimum fee of $1,500.00 for Landlord’s administrative costs in connection with the processing of the request. In addition, Tenant shall pay to Landlord, within 10 days after demand by Landlord, the reasonable out-of-pocket costs and expenses incurred by Landlord in connection with any request by Tenant for consent to an assignment or sublease by Tenant, including reasonable attorneys’ fees, regardless of whether consent of Landlord is given to the assignment or sublease by Tenant.
(e) Notwithstanding any provision of this Lease to the foregoingcontrary, so long as provided that Tenant remains liable on this Lease, provides Landlord with prior written notice and names of the applicable transferee and a copy of the applicable assignment or sublease agreement, and Tenant is not then in default under this Lease beyond any applicable notice and cure periodsperiod, then the following transfers will not require Landlord’s prior consent (each a “Permitted Transfer”):
(i) a transfer or sublease to any entity which is controlled by Tenant;
(ii) a transfer or sublease to any entity which controls Tenant (“Parent”);
(iii) a transfer or sublease to any entity which is controlled by Tenant’s Parent; and/or
(iv) a transfer to any entity which merges with Tenant or purchases substantially all of Tenant’s assets, provided that Tenant provides to Landlord financial statements evidencing that such transferee or surviving corporation has a credit rating and net worth (exclusive of intangible assets) at least as favorable as Tenant.
(f) Additionally, any of the following transfers shall have not be deemed a transfer or assignment under this Paragraph 13 and shall not require Landlord’s consent or the right, without the consent delivery of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) :
(i) a transfer involving any corporation sale of stock for capital raising purposes in which Tenant is the surviving corporation, or entity which controls Savvis the sale of stock or other equity interests in whole Tenant on a public stock exchange (e.g., NYSE or NASDAQ), whether in part; connection with an initial public offering or thereafter;
(ii) any corporation or entity resulting from a transfer effected exclusively to change the merger or consolidation domicile of Savvis with another corporation or entity or that acquires substantially all of the assets of SavvisTenant; or and
(iii) so long as Tenant remains the “Tenant” under the Lease and Tenant’s tangible net worth is not negatively impacted, any corporation financing, refinancing or entity controlled in whole funding of Tenant or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporationits business, whether such financing, refinancing or funding takes the form of debt or equity investments through the publicly or privately traded equity or any other form, including, without limitation, any transaction whereby a venture capital or equity investor directly or indirectly provides financing or refinancing for Tenant and/or purchases ownership interests in Tenant, its parent or any affiliate of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderTenant.
Appears in 2 contracts
Sources: Lease Agreement (Recursion Pharmaceuticals, Inc.), Lease Agreement (Recursion Pharmaceuticals, Inc.)
Assignment and Subletting. (a) The Tenant shall agrees not have the right to assign, transfer, or mortgage or otherwise encumber this Lease or sublease any right or permit anyone to use interest therein, or occupy sublet the Leased Premises or any portion part thereof, 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 be unreasonably withheld, conditioned as a guarantor or delayed by Landlord. Except surety) to the same extent as expressly permitted under Section 15(d) below, though 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 Landlordsublease had been made. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent Consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that be consent to any additional assignment or subletting. Each such successive act shall require similar consent of Landlord. Landlord has approved shall be reimbursed by Tenant for any plans costs or specifications expenses incurred as a result of Tenant's request for renovations consent to the Premises intended by such assignee or sublessee and that any such work to assignment or subletting. In the Premises must be conducted in accordance with event Tenant subleases the terms of this Lease. The foregoing shall not be construed as limiting Leased Premises, or waiving Landlord’s rightany portion thereof, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If assigns this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, with the consent of the Landlord at an annual Base Rental exceeding that stated herein, such Lender excess shall be paid by Tenant to Landlord as additional rental hereunder within ten (10) days after receipt by Tenant. Upon the occurrence of an "event of default" as defined below, if required by the terms all or any part of the applicable loan documents) shall be requiredLeased Premises are then assigned or sublet, when applicableLandlord may, in the same manner as and in addition to any consents other remedies provided by this Lease or provided by law, collect directly from the assignee or subtenant all rents due to Tenant. Landlord shall have a security interest in all properties on the Leased Premises to secure payment of such sums. Any collection directly by Landlord under from the terms assignee or subtenant shall not be construed, however, to constitute a novation or release of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment Tenant from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default further performance of its obligations under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in it is expressly agreed that if this Lease is assigned to any person or entity pursuant to the event provisions of the Bankruptcy Code, 11 U.S.C. (S) 101 et esp. (the "Bankruptcy Code"), any assignment, subletting, and all monies or other transfer considerations payable or otherwise to be delivered in connection with such 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, Savvis Lease is assigned pursuant to the provisions of the Bankruptcy Code shall remain liable for performance and compliance with be deemed without further act or deed to have assumed all of the terms, conditions obligations arising under this Lease on and provisions after the date of this Lease, the Guaranty such assignment. Any such assignee shall remain in full force upon demand execute and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderdeliver to Landlord an instrument confirming such assumption.
Appears in 2 contracts
Sources: Commercial Lease Agreement (Monitronics International Inc), Commercial Lease Agreement (Monitronics International Inc)
Assignment and Subletting. (a) Tenant shall Except as otherwise set forth herein, not have the right to assign, transfer, mortgage or otherwise encumber pledge this Lease or to sublease (which term shall be deemed to include the granting of concessions and licenses and the like) all or permit anyone to use or occupy any part of the Premises or suffer or permit this Lease or the leasehold estate hereby created or any portion thereofother rights arising under this Lease to be assigned, transferred or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the occupancy of the Premises by anyone other than Tenant without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed. The Landlord shall respond to Tenant’s written request within ten (10) business days after receipt by Landlord of all information and materials reasonably required by Landlord. In the event Tenant desires to assign this Lease or sublet any portion or all of the Premises, Tenant shall notify Landlord in writing of Tenant’s intent to so assign this Lease or sublet the Premises and the proposed effective date of such subletting or assignment, and shall request in such notification that Landlord consent thereto. Landlord’s consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no to an assignment or transfer of this Lease to a subletting, provided that the assignee or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of subtenant shall use the Premises or any portion thereof in violation of this Section 15 shallonly for the Permitted Uses, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee subtenant has sufficient financial resources to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of discharge its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect agreement and the obligations of Landlord or Tenant under this Leaseproposed transfer agreement, and Landlord’s consent to such the proposed assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations not, in Landlord’s reasonable judgment, cause harm to the Premises intended by such assignee Property or sublessee and that any such work harm to the Premises must be conducted in accordance with reputation of the terms of this LeaseBuilding or the Property. The foregoing shall not be construed Tenant shall, as limiting or waiving Additional Rent, reimburse Landlord promptly for Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned reasonable legal expenses incurred in connection with any request by Landlord to any Lender as additional security Tenant for such mortgage loanconsent. If Landlord consents thereto, no such subletting or assignment shall in any way impair or release the consent Tenant from the continuing primary liability of such Lender (if required by the terms of the applicable loan documents) shall be requiredTenant hereunder, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain no consent to any proposed subletting or assignment from in a particular instance shall be deemed to be a waiver of the obligation to obtain the Landlord’s written approval in case of any such Lender.
(d) other subletting or assignment. Notwithstanding anything to the foregoingcontrary provided for herein, so long as subject to approval by Massport and provided that no event of Tenant is not in default under this Lease hereunder then exists beyond any applicable notice and grace or cure periodsperiod, Tenant shall have the rightright (A) to sublease up to 12,000 rentable square feet of the Premises for the first three (3) years of the Term, without Landlord’s approval and (B) to sublease or assign the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign Premises under this Lease, without Landlord’s approval, to any parent or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directorsaffiliate, or otherwise. Notwithstanding the foregoing, in the event of any assignmentcorporate merger, sublettingconsolidation, 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 greater 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, the obligation to pay rent and other transfer amounts provided for under this Lease. If for any assignment or sublease consented to by Landlord hereunder Tenant receives rent or other consideration, Savvis shall remain liable for performance and compliance with all either initially or over the term of the termsassignment or sublease, conditions 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 provisions after deduction for reasonable expenses of this LeaseTenant in connection with the assignment or sublease, to pay to Landlord as Additional Rent fifty (50%) percent of the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderexcess of each such payment of rent or other consideration received by Tenant promptly after its receipt.
Appears in 2 contracts
Sources: Lease Agreement (Akouos, Inc.), Lease Agreement (Akouos, Inc.)
Assignment and Subletting. (a) Tenant shall not have the right, from time to time, to sublease such portions of the Premises and/or grant licenses and/or concessions as Tenant elects in its sole discretion, provided that such subleases, licenses and concessions are for uses permitted hereunder and are otherwise subject to all of the terms and conditions of this Lease. Tenant shall have the right to assign, transfer, mortgage or otherwise encumber assign this Lease or sublease or permit anyone to use or occupy with the Premises or any portion thereof, without the prior written consent of Landlord, which such consent shall not to be unreasonably withheld, conditioned or delayed by Landlorddelayed. Except as expressly permitted under Section 15(dNo such assignment shall modify or limit any right or power of Landlord hereunder or affect or reduce any obligation of Tenant or any guarantor hereunder. Tenant shall, within ten (10) belowdays after the execution of any such sublease, no assignment license, concession 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 assignment, deliver a conformed copy thereof to Landlord. Any attempted sublease or assignment shall require the subtenant or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, to assume in writing all of Tenant’s obligations with respect to any subsequent assignment the Premises (or subletting. Any such sublease or assignment shall be subject and subordinate applicable part thereof) pursuant to this Lease from and after the date thereof (and in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord for the term thereof). Every sublease shall include a provision substantially as follows: “If for any reason the right of possession and/or leasehold estate of the Sublessor as tenant under any underlying lease is notterminated, then, at the option of landlord under such underlying lease, Sublessee shall attorn to landlord and shall recognize landlord as Sublessee’s landlord under this Sublease. Sublessee agrees to execute and deliver, from time to time, upon the request of Sublessor or of landlord under such underlying lease, instruments appropriate to evidence such attornment, and will not becomeSublessee hereby irrevocably appoints landlord under such underlying lease the Sublessee’s attorney-in-fact, a party coupled with an interest, to execute and deliver such subleaseinstrument for and on behalf of Sublessee following Sublessee’s failure to do so. Sublessee waives the provisions of any statute or rule of law now or hereafter in effect which may give or purport to give Sublessee any right of election to terminate this Sublease or to surrender possession of the Subleased Premises in the event such underlying lease is terminated or any proceeding is brought by landlord to enforce its rights under such underlying lease, and (B) Landlord’s consent to agrees that, at the election of such sublease does not create a contractual relationship between Landlord and such sublesseelandlord, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease Sublease shall not be construed to mean that Landlord has approved affected in any plans or specifications for renovations to the Premises intended way whatsoever by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting termination or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Leaseproceeding.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.
Appears in 1 contract
Sources: Ground Lease (Trump Entertainment Resorts Funding Inc)
Assignment and Subletting. (a) 9.1 Tenant shall not have the right to assign, transfer, mortgage or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises all or any portion thereofof Tenant’s rights hereunder or interest herein or sublet all of the Premises, without obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned conditioned, delayed or delayed by charge made therefor. Tenant shall not sublet, rent or permit any concessionaire, licensee or anyone else to occupy or use part of the Premises, without obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld, subject to Landlord’s rights pursuant to this Article IX, and provided Tenant is not in continuing, uncured default under this Lease. Except as expressly permitted under Section 15(d) below, no 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. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment assignment, subletting or subletting occupancy shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations any covenant or obligation to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee subtenant or subtenant occupant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord▇▇▇▇▇▇▇▇’s consent to any assignment assignment, subletting or subletting occupancy shall not be construed as relieving Tenant or any assignee, subtenant or occupant from the obligation of complying obtaining Landlord’s prior written consent to any subsequent assignment, subletting or occupancy. If Tenant assigns or otherwise transfers this Lease, or sublets all or any portion of the Premises, with or without Landlord’s consent, then Landlord shall have the right, at its sole option, to thereafter terminate all renewal and expansion options granted to Tenant pursuant to this Lease. For any period during which ▇▇▇▇▇▇ is in default hereunder, Tenant hereby assigns to Landlord the rent due from any assignee, subtenant, licensee, concessionaire or occupant of Tenant and hereby authorizes each such assignee, subtenant or occupant to pay said rent directly to Landlord. In connection with ▇▇▇▇▇▇’s request for Landlord to give its consent to any assignment, mortgage or other transfer, or sublease or other occupancy, Tenant shall pay to Landlord, as additional rent hereunder, the fixed amount of One Thousand Dollars ($1,000,00).in connection with Landlord’s review of such request.
9.2 If Tenant is a partnership or limited liability company, 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 be deemed a voluntary assignment of this Lease and subject to the provisions of Section 15(a) above9.1. If Tenant is a corporation, as applicablethen any dissolution, with respect to any subsequent assignment merger, consolidation or subletting. Any such sublease other reorganization of Tenant, or assignment the sale or transfer of a controlling interest of the capital stock of Tenant, shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct deemed a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an voluntary assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) 9.3 If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loansublease, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer (whether by operation of law or otherwise) provides that the subtenant, assignee or other transferee thereunder is to pay any amount in excess of the rental and other charges due under this Lease, Savvis shall remain liable whether such excess be in the form of an increased monthly or annual rental, a lump sum payment, payment for performance the sale, transfer or lease of Tenant’s fixtures, leasehold improvements, furniture and compliance with all of other personal property, or any other form (and if the terms, conditions and provisions of this Leasesubleased or assigned space does not constitute the entire Premises, the Guaranty existence of such excess shall remain be determined on a pro-rata basis), Landlord shall be paid fifty percent (50%) of any such excess or other premium applicable to the sublease, assignment or other transfer; it is understood and agreed, however, that acceptance of any payments by Landlord hereunder shall not be deemed to constitute approval by Landlord of any sublease, assignment or other transfer, nor shall such acceptance waive any rights of Landlord hereunder. Any such premium shall be paid by Tenant to Landlord as additional rent upon such terms as shall be specified by Landlord and in full force no event later than ten (10) days after any receipt thereof by Tenant. Landlord shall have the right to inspect and effectaudit ▇▇▇▇▇▇’s books and records relating to any sublease, and Savvis Communications Corporation shall remain the Guarantor hereunderassignment or other transfer. Any sublease, assignment or other transfer shall, at Landlord’s option, be effected on forms supplied or approved by Landlord.
Appears in 1 contract
Sources: Charter Agreement Amendment
Assignment and Subletting. (a) 15.1 Tenant shall not have the right to assignnot, transfer, mortgage directly or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises or any portion thereofindirectly, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no assignment or transfer of assign this Lease or any interest herein or sublease the right Premises or any part thereof, or permit the use or occupancy of occupancy hereunder may the Premises by any person other than Tenant. Tenant shall not, without the prior written consent of Landlord, pledge, mortgage or hypothecate this Lease or any interest herein. This Lease shall not, nor shall any interest herein, be effectuated assignable as to the interest of Tenant involuntarily or by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation foregoing acts without such prior written consent of this Section 15 Landlord shall be void and shall, at the option of Landlord, constitute a default that entitles Landlord to terminate this Lease.
15.2 If Tenant wishes to assign this Lease or sublease all or any part of the Premises, Tenant shall provide Landlord written notice identifying the intended assignee or subtenant by name and address and specifying all of the terms of the intended assignment or sublease, and a copy of all documentation pertaining to such assignment or sublease (except that Landlord shall have the right to require that Tenant and such assignee or subtenant execute Landlord's commercially reasonable form of consent document). Tenant shall give Landlord such additional information as Landlord reasonably requests concerning the intended assignee or subtenant (including, without limitation, current financial statements) or the intended assignment or sublease. Without limiting or excluding other reasonable grounds for withholding Landlord's consent to a proposed assignment or sublease, Landlord shall have the right to withhold consent if (a) the proposed assignee or subtenant or the use of the Premises to be made by the proposed assignee or subtenant is not consistent with the character and nature of other tenants and uses in the Building or is prohibited by this Lease or any laws, covenants, or restrictions applicable to the Building, (b) it is not demonstrated to the satisfaction of Landlord that the proposed assignee is financially able to perform all of the obligations of Tenant under this Lease (this requirement shall not be considered for subleases), (c) the space will be used for a personnel or employment agency, an Event office or facility of Default any governmental or quasi-governmental agency or authority, or any use by or affiliation with a foreign government (including without limitation an embassy or consulate or similar office), or (d) the proposed assignee or subtenant is an entity or related to an entity with whom Landlord or any affiliate of Landlord has had adverse dealings in connection with the administration or enforcement of a lease or sublease. The financial capacity of the proposed subtenant shall not be a factor in determining Landlord consent to subleases.
15.3 Notwithstanding anything to the contrary in this Article 15, if Tenant wishes to assign this Lease or sublease more than seventy-five percent (75%) of the Premises, Landlord shall have the right, by giving notice to Tenant within thirty (30) days after Tenant requests the consent of Landlord to terminate this Lease effective as of the date such assignment or sublease would have become effective (and such termination date shall become the Expiration Date for purposes of this Lease). The provisions of this Section 15.3 shall not apply to a Transfer to an Affiliate (including to a Related Entity).
15.4 Tenant shall pay to Landlord, as Landlord's cost of processing each proposed assignment or subletting, an amount equal to the sum of (i) Landlord's reasonable attorneys' and other professional fees, plus (ii) the sum of $750.00 for the cost of Landlord's administrative, accounting and clerical time (collectively, "Processing Costs"), and the amount of all direct and indirect costs and expenses incurred by Landlord arising from the assignee or sublessee taking occupancy of the subject space (including, without limitation, costs of freight elevator operation for moving of furnishings and trade fixtures, security service, janitorial and cleaning service, and rubbish removal service). Tenant's responsibility for the foregoing costs shall not exceed $3,500.00 in the aggregate as to any one assignment or sublease.
15.5 No assignment, sublease, pledge, mortgage, hypothecation or other transfer, nor any consent by Landlord to any of the foregoing, shall release Tenant from any of Tenant's obligations and liabilities under this Lease or alter the primary liability of Tenant to pay rent and to perform all other obligations to be performed by Tenant hereunder (and Landlord may proceed directly against Tenant without the necessity of exhausting any remedies against such assignee, subtenant or successor), or shall be deemed to be a consent to any subsequent pledge, mortgage, hypothecation, assignment, sublease, or occupation or use by another person. Tenant hereby acknowledges and agrees, and any instrument by which an assignment or sublease is accomplished shall expressly provide: (a) that the assignee or subtenant will comply with all the agreements, covenants and conditions to be performed and observed by Tenant under this Lease as and when performance and observance is due after the effective date of the assignment or sublease, (b) that Landlord will have the right to enforce such agreements, covenants and conditions directly against such assignee or subtenant, (c) in the case of a sublease, the subtenant shall, at Landlord's election, attorn directly to Landlord in the event that this Lease is terminated for any reason, (d) in the case of an assignment, the assignee assumes all of Tenant's obligations under this Lease arising on or after the date of the assignment, and (e) in the case of a sublease, the subtenant agrees to be and remain jointly and severally liable with Tenant for the payment of rent pertaining to the sublet space in the amount set forth in the sublease, and for the performance of all of the terms and provisions of this Lease applicable to such sublet space (and not retained by Tenant as sublessor). No assignment or sublease shall be valid and no assignee or subtenant shall take possession of the Premises or any part thereof until an executed duplicate original of such assignment or sublease (and any standard form of consent document required by ▇▇▇▇▇▇▇▇) has been delivered to Landlord, together with the written consent to such assignment or sublease of any guarantor of Tenant's obligations hereunder, if any, and certificates evidencing that such subtenant or assignee is carrying all insurance coverage required under this Lease has been provided to Landlord.
15.6 If Landlord consents in writing, then as condition to and in consideration for such consent, all "excess rent" (as hereinafter defined) received by Tenant and solely attributable to such assignment or sublease shall be divided and paid fifty percent (50%) to Tenant and fifty percent (50%) to Landlord during each month of the sublease term. Landlord's share of such excess rent shall be computed monthly and shall be deemed to be, and shall be paid by Tenant to Landlord as, additional rent. Tenant shall pay Landlord's share of such excess rent to Landlord immediately as and when such excess rent is received by Tenant. As used in this section 15.6, "excess rent" shall mean the amount by which the total money and other economic consideration to be paid by the assignee or subtenant attributable to an assignment or sublease, whether denominated rent or otherwise, for any given month exceeds, in the aggregate, the total amount of rent which Tenant is obligated to pay to Landlord under this Lease for such month (prorated to reflect the rent allocable to the portion of the Premises subject to such assignment or sublease), less Tenant's subleasing and assignment costs, including the costs paid by ▇▇▇▇▇▇ for brokers' commissions, tenant improvements, improvement allowances, and attorneys' fees with respect to such sublease or assignment and marketing costs, provided that such tenant improvement costs shall be amortized on a straight-line basis without interest over the term of such assignment or sublease. Tenant shall provide to Landlord, within thirty (30) days of Landlord's execution of ▇▇▇▇▇▇▇▇'s consent to the assignment or subletting, a detailed accounting of such costs and reasonable supporting documents. The provisions of this Section 15.6 shall not apply to a Transfer to an Affiliate (including to a Related Entity).
15.7 Any sublease hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any sublease, Landlord shall have the right to: (a) treat such sublease as canceled and repossess the entire Premises by any lawful means, or (b) require that such subtenant attorn to and recognize Landlord as its landlord under any such sublease. If Tenant shall be in default under this Lease, beyond applicable notice and cure periods, Landlord is hereby irrevocably authorized, to direct any subtenant to make all payments under or in connection with a sublease directly to Landlord (which Landlord shall apply towards Tenant's obligations under this Lease) until such default is cured. Such subtenant shall rely on any representation by Landlord that ▇▇▇▇▇▇ is in default hereunder, without any need for confirmation thereof by ▇▇▇▇▇▇.
15.8 Notwithstanding anything to the contrary in sections 15.1, 15.2, 15.3, 15.4 or 15.6 but subject to sections 15.5, and 15.7, Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to may assign or transfer this Lease or to sublease sublet the Premises or any portion thereof, along without Landlord's consent, to any partnership, corporation or other entity which controls, is controlled by, or is under common control with reasonably sufficient information about Tenant or Tenant's parent (control being defined for such purposes as ownership of at least 50% of the proposed assignee equity interests in, and the power to direct the management of, the relevant entity) (a “Related Entity”), or transferee to any partnership, corporation or sublessee other entity resulting from a merger or consolidation with Tenant or Tenant's parent, or to enable any person or entity which acquires all or substantially all the assets of Tenant as a going concern (including by means of a purchase of all or substantially all of Tenant's stock) (collectively, an "Affiliate"), provided that (a) Landlord to make receives at least ten (10) days' prior written notice of the determination called for above.
assignment or subletting, together with evidence that the requirements of this section 15.8 have been met, (b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business except in the Premises which case of a Transfer to a Related Entity, the Affiliate's tangible net worth is a permitted use pursuant to Section 4 of this Lease andOne Hundred Fifty Million Dollars ($150,000,000) or greater, (c) except in the case of an assignment where the assignor is dissolved as a matter of law following the series of transactions of which the assignment is a part (e.g. a merger), the Affiliate remains an Affiliate for the duration of the subletting or the balance of the term in the event of an assignment, (d) the Affiliate assumes (in the event of an assignment) in writing all of Tenant's obligations under this Lease, and agrees (in the event of a sublease) that such assignee is bound by subtenant will, at Landlord's election, attorn directly to Landlord in the terms and conditions of event that this Lease is terminated for any reason, (e) Landlord receives a fully executed copy of an assignment or sublease agreement between Tenant and assumes all of the obligations Affiliate, (f) intentionally deleted, and liabilities of Tenant hereunder thereafter arising. In (g) in the case of a sublease, (A) the Affiliate executes and Tenant delivers to Landlord is not, a fully executed counterpart of Landlord's waiver and will not become, a party to such acknowledgement form for an Affiliate sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability . No change in the ownership or control of Landlord to such sublessee. Landlord’s consent to any Tenant shall be deemed an assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting Lease or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Leasethe Premises.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.
Appears in 1 contract
Sources: Lease (Gigamon Inc.)
Assignment and Subletting. (a) A. Tenant shall agrees not have the right to assign, transfersublet, license, mortgage or otherwise encumber this Lease or sublease or permit anyone to use or occupy Agreement, the Premises Premises, or any portion part thereof, whether by voluntary act, operation of law, or otherwise, without the specific prior written consent of LandlordLandlord in each instance. If Tenant is a corporation or a partnership, which consent transfer of a controlling interest of Tenant shall be considered an assignment of this Lease Agreement for purposes of this Article. Consent by Landlord in one such instance shall not be unreasonably withheld, conditioned a waiver of Landlord's rights under this Article as to requiring consent for any subsequent instance. In the event Tenant desires to sublet a part or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no assignment all of the P Premises or transfer of assign this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior Agreement, Tenant shall give written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees notice to give Landlord at least twenty thirty (2030) days’ advance written days prior to the proposed subletting or assignment, which notice shall state the name of Tenant’s intention to assign the proposed subtenant or transfer this Lease assignee, the terms of any sublease or to sublease assignment documents and copies of financial reports or other relevant financial information of the Premises proposed subtenant or assignee. At Landlord's option, any portion thereof, along with reasonably sufficient information about and all payments by the proposed assignee or transferee sublessee with respect to the assignment of sublease shall be paid directly to Landlord. In any event no subletting or sublessee assignment shall release Tenant of its obligation to enable Landlord pay the rent and to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and perform all liability for the performance of all covenants and other obligations to be performed by Tenant under hereunder for the Term of this Lease, nor shall the collection or Lease Agreement. The acceptance of rent by Landlord from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting other person shall not be construed as relieving Tenant from the obligation deemed to be a waiver by Landlord of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions provision hereof. Savvis Asset HoldingsAt Landlord's option, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain Landlord may terminate the Guarantor hereunder. Any such assignee or sublessee shall conduct a business Lease Agreement in the Premises which is a permitted use pursuant to Section 4 lieu of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain giving its consent to any proposed assignment from any such Lenderof this Lease Agreement or subletting of the Premises (which termination may be contingent upon the execution of a new lease with the proposed assignee or subtenant).
(d) Notwithstanding B. Landlord's right to assign this Lease Agreement is and shall remain unqualified upon any sale or transfer of the foregoingBuilding and, so long as Tenant is not in default providing the purchaser succeeds to the interests of Landlords under this Lease beyond any applicable notice and cure periodsAgreement, Tenant Landlord shall have the right, without the consent thereupon be entirely freed of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part all obligations of the Premises to: (a) (i) Landlord hereunder and shall not be subject to any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity liability resulting from the merger any act or consolidation of Savvis with another corporation omission or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided event occurring after such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderconveyance.
Appears in 1 contract
Sources: Lease Agreement (Eltrax Systems Inc)
Assignment and Subletting. (a) Tenant shall not have the right assign this Lease, or allow it to assignbe assigned, transferin whole or in part, by operation of law or otherwise or mortgage or otherwise encumber this Lease or sublease or permit anyone to use or occupy pledge the Premises same, 01 sublet the Premises, or any portion part thereof, ; without the prior written consent of Landlord, which consent Landlord and in no event shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no any such assignment or transfer of this Lease sublease ever release Tenant from any obligation or the right of occupancy hereunder may be effectuated by operation of law liability hereunder. No assignee or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease sublessee of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to may assign or transfer this Lease or to sublease sublet the Premises or any portion thereof. If the Tenant desires to assign or sublet all or any part of the Premises, along it shall so notify Landlord at least thirty (30) days hi advance of the date on which Tenant desires to make such assignment or sublease. Tenant shall provide Landlord with reasonably sufficient a copy of flic proposed assignment or sublease, and such information about as Landlord might request concerning the proposed assignee or transferee or sublessee subtenants) to enable allow Landlord to make informed judgments as to the determination called for above.financial condition, reputation, operations and general desirability of the proposed assignee or subtenants). Landlord shall request said information no later than fifteen (15) days after it has received Tenant's proposed assignment or sublease. Within fifteen (15) days after Landlord's actual receipt of Tenant's proposed assignment or sublease, and all required information concerning the proposed assignee or subtenants), Landlord shall have the option to:
(a) Consent to the proposed assignment or sublease; or
(b) The Withhold (but not unreasonably) its consent by Landlord to the proposed assignment or sublease, but allow Tenant to continue in the search for an assignee or sublessee that may be acceptable to Landlord. 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 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 becoming due to Tenant under such assignment or subletting sublease and apply such rents against any sums due to Landlord from Tenant hereunder, and no such collection shall not be construed as to constitute a waiver novation or a release of Tenant from the further performance of Tenant's obligations hereunder. In the event of the transfer and assignment by Landlord of its interest in this Lease and the Premises, and the assumption of Landlord's future obligations hereunder by the transferee, Landlord shall thereby be released from any further obligations hereunder, and Tenant agrees to look solely to such successor in interest of the Landlord for performance of such obligations occurring after the date of such transfer. If Landlord consents to Tenant assigning its interest under this Lease or subletting all or any portion of the Premises, Tenant shall pay to Landlord (in addition to the Basic Rental and all liability for the performance of all covenants and obligations to be performed other amounts payable by Tenant under this Lease) fifty percent (50%) of all "Net Profit" (as hereinafter defined) within ten (10) days following receipt thereof by Tenant. For the purpose hereof, nor the term "Net Profit" shall mean the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of total consideration received by Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such an assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant (including any bonus payments and payments for operating expenses) incidental to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect less the obligations of Landlord actual costs incurred by Tenant in performing alterations or leasehold improvement for the assignee or sublessee, Tenant's legal fees and all leasing commissions paid by Tenant under this Lease, and Landlord’s consent incidental to such assignment or sublease. In no event will the Basic Rental be reduced as a result of the sum of all assignment and sublease rents and consideration being less than the Basic Rental Said additional amount shall not be construed paid to mean that Landlord has approved any plans immediately upon receipt by Tenant of such rent or specifications for renovations other considerations from the assignee or subtenant. Notwithstanding anything in this Lease to the contrary, no consents from Landlord shall be required with respect to an assignment of this Lease or a sublease of all or any portion of the Premises intended to any party that controls, is controlled by such assignee or sublessee and is under common control with Tenant or any guarantor of this Lease or an assignment of this Lease incidental to the sale of all or substantially all of Aladdin Manufacturing Corporation's assets in the State of Texas; provided, however, that any such work assignee assumes the obligations of Tenant relating to the Premises must be conducted in accordance with the terms of this Lease. The foregoing Tenant shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by promptly provide Landlord to any Lender as additional security for such mortgage loan, the consent with written notice of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lenderor subletting.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.
Appears in 1 contract
Assignment and Subletting. (a) Tenant Lessee shall not have the right to assign, transfer, mortgage or otherwise encumber assign this Lease or sublease or permit anyone to use or occupy the Premises lease or any portion thereof, interest therein or sublet the premises or any part thereof without first obtaining the prior written consent of Landlord, which the Lessor. Such consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, 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. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the arbitrarily withheld if proposed assignee or transferee subtenant is of good moral character and financial responsibility. Lessee shall have the right at any time, upon ten(10) days written notice to Lessor, to sublet all or sublessee to enable Landlord to make part of the determination called for above.
(b) The consent by Landlord Leased Premises to any related corporation or entity which controls Lessee, is controlled by Lessee or is under common control of Lessee. A consent to one assignment of subletting or subletting use by any other person shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations deemed to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment subsequent assignment, subletting or subletting use, and shall not be construed as relieving Tenant release Lessee from the obligation of complying with any obligations pursuant to the provisions of Section 15(a) above, as applicable, with respect this lease unless agreed to any subsequent assignment or sublettingby Lessor. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s The consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved release Lessee from any plans or specifications for renovations obligations pursuant to the Premises intended by provisions of this lease. Any such assignee subsequent unapproved assignment, subletting or sublessee and that use shall terminate this lease at the option of Lessor. This lease shall not nor shall any such work interest therein be assignable as to the Premises must be conducted in accordance with interest of the terms Lessee by operation of this Leaselaw without the written consent of Lessor. The foregoing This lease shall not be construed as limiting assigned or waiving Landlord’s righttransferred by any process of insolvency or bankruptcy, under this Section 15either voluntary or involuntary, to consent to an assignmentnor by receivership proceedings nor by operation of law. If Lessee shall become insolvent, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is if proceedings in bankruptcy or insolvency shall be assigned instituted by Landlord to any Lender as additional security or against the Lessee, or if the Lessee shall make an assignment for such mortgage loanthe benefit of creditors, the consent of such Lender (or if required by the terms of the applicable loan documents) a receiver or trustee shall be requiredappointed to Lessee’s property, when applicableand Lessee cannot vacate, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from release, dismiss or otherwise correct such event within sixty (60) day s after such event occurs, then any such Lender.
(d) Notwithstanding event shall be deemed a default on the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from Lessee under this lease and shall give rise to all the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all rights and remedies of the assets Lessor provided by this lease or by law, including not by way of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each limitation, the immediate right to terminate this lease and all rights of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, Lessee in the event of any assignmentLeased Premises, subletting, or other transfer under this Lease, Savvis shall remain liable for performance all improvements and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderfixtures located thereon.
Appears in 1 contract
Sources: Lease Agreement (Ecollege Com)
Assignment and Subletting. (a) Tenant shall not have the right to voluntarily assign, transfer, mortgage encumber or otherwise encumber transfer its interest in this Lease lease or in the Premises, or sublease all or permit anyone any part of the Premises, or allow any other person or entity to occupy or use all or occupy any part of the Premises Premises, without first obtaining Landlord's written consent and otherwise complying with the requirements of this paragraph 19. Any assignment, encumbrance or sublease without Landlord's consent, shall constitute a default. If Tenant desires to sublet or assign all or any portion of the Premises, Tenant shall give Landlord written notice thereof, without specifying the prior written consent projected commencement date of Landlordthe proposed sublet or assignment (which date shall be not less than thirty (30) days or more than ninety (90) days after the date of such notice), which consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, 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. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease portions of the Premises proposed to be sublet or any portion thereof in violation assigned, and the identity of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee subtenant. Tenant shall further provide Landlord with such other information concerning the proposed assignee or subtenant as requested by Landlord. Any proposed assignee or sublessee must agree to enable assume and agree to perform all the covenants and conditions of Tenant under this lease, to the extent applicable to the assigned or subleased premises. In the case of any proposed assignment, or in the case of a proposed sublet of all of the Premises at a time when Tenant has not occupied the Premises, or if the proposed sublet is for the entire Premises for a sublet term ending within the last twelve (12) months of the term of this lease, Landlord shall have the right, exercisable by written notice to make be delivered to Tenant within thirty (30) days of receipt of Tenant's notice, to terminate this lease effective as of the determination called for above.
(b) The consent by Landlord to any date specified in Tenant's notice as the proposed commencement date of the assignment or subletting sublease. If Landlord does not elect to terminate this lease and if Landlord consents in writing to the proposed assignment or sublet, Tenant shall not be construed free to assign or sublet all or a portion of the Premises subject to the following conditions: (i) any sublease shall be on the same terms set forth in the notice given to Landlord; (ii) no sublease shall be valid and no subtenant shall take possession of the sublet premises until an executed counterpart of such sublease has been delivered to Landlord; (iii) no subtenant shall have a further right to sublet; (iv) fifty percent (50%) of any sums or other economic consideration received by Tenant as a waiver result of such assignment or release sublet (except rental or other payments received which are attributable to the amortization over the term of this lease of the cost of leasehold improvements constructed for such assignees or subtenant, and brokerage fees) whether denominated rentals or otherwise, which exceed, in the aggregate, the total sums which Tenant is obligated to pay Landlord under this lease (prorated to reflect obligations allocable to that portion of the Premises subject to such sublease), shall be payable to Landlord as additional rent under this lease without affecting or reducing any other obligation of Tenant from any hereunder; and (v) no sublet or assignment shall release Tenant of Tenant's obligation or alter the primary liability of Tenant to pay the rent and to perform all liability for the performance of all covenants and other obligations to be performed by Tenant under this Leasehereunder. Tenant shall pay to Landlord promptly upon demand as additional rent, nor shall the collection Landlord's actual attorneys' fees (not to exceed $500 if Tenant uses Landlord's standard form of assignment, sublease, or acceptance of rent from consent) and other costs incurred for reviewing, processing or documenting any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any requested assignment or subletting sublease, whether or not Landlord's consent is granted. Tenant shall not be construed as relieving Tenant from entitled to assign this lease or sublease all or any part of the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect Premises (and any attempt to any subsequent assignment or subletting. Any such sublease or assignment do so shall be subject and subordinate to this Lease voidable by Landlord) during any period in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderlease.
Appears in 1 contract
Assignment and Subletting. (a) 16.1 Other than the Permitted Subleases and except in the normal course of Tenant’s business, Tenant shall not have the right to assign, transfer, mortgage or otherwise encumber assign this Lease nor any interest therein, nor to sublet the whole or sublease or permit anyone to use or occupy any part of the Premises or any portion thereof, without the prior written consent of Landlord, which consent may be withheld in Landlord’s sole and absolute discretion. Landlord and Tenant agree that Tenant may lease a portion of the Premises to a provider of rehabilitation services, physical therapy services, or similar service provider, after obtaining the written consent of Landlord which consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly In the event of any permitted under Section 15(d) below, no assignment or transfer of this the Lease or the right a sublease of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease a portion of the Premises or any portion thereof described in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease, Tenant shall remain liable for the obligations of Tenant hereunder, which liability of Tenant shall be and remain that of a primary obligor and not a guarantor or surety. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, that in the case of a permitted assignment of this Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an assignment such agreement executed and acknowledged by the assignee is bound by in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the terms and conditions provisions of this Lease and assumes all on the part of the obligations Tenant to be observed and liabilities performed from and after the date of Tenant hereunder thereafter arisingsuch assignment. In the case of a permitted sublease, Tenant shall, within fifteen (A15) Landlord is not, days after the execution and will not become, a party to delivery of such sublease, and (B) Landlord’s consent deliver to Landlord a duplicate original of such sublease. Any sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations license relating to the Premises intended by such assignee or sublessee shall be subject to and that any such work subordinate to the Premises must be conducted in accordance with the terms of this Lease. The foregoing In no event shall not Tenant be construed as limiting or waiving Landlord’s right, under permitted to assign this Lease to an entity with long-term unsecured debt rated below the minimum rating.
16.2 For the purposes of this Section 1516.2, to consent to an the term “assign” or “assignment” shall include the following events: if Tenant is a partnership, a withdrawal or change (voluntary, involuntary or by operation of law or otherwise) of any of the general partners thereof or of general and limited partners owning in the aggregate fifty percent (50%) or more of the capital and profits of the partnership, or the dissolution of the partnership; or if Tenant consists of more than one person, a purported assignment, transfer, mortgage or encumbrance (voluntary, involuntary or by operation of law or otherwise) from one thereof unto the other encumbrance or others thereof; or, if Tenant is a corporation, any dissolution merger, consolidation or other reorganization of this Lease.
Tenant or any change in the ownership of fifty percent (c50%) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loanmore of its capital stock or fifty percent (50%) or more of its voting stock from the ownership existing on the date of execution hereof; or, the consent sale of such Lender fifty percent (if required by the terms 50%) or more of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all value of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderTenant.
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Assignment and Subletting. (a) A. Tenant shall not have the right to assignassign (either voluntarily, transfernor permit assignment by operation of law), mortgage sublet, transfer or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises Lease, or any portion thereofinterest therein, without the prior written consent of Landlord, which consent shall not to be unreasonably withheld, conditioned withheld or delayed by Landlord. Except as expressly permitted under Section 15(d) below, 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 Landlorddelayed. Any attempted assignment assignment, subletting, transfer or transfer encumbrance by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of the terms and covenants of this Section 15 shallParagraph shall be void. In the event Tenant desires to sublet the Premises, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under assign this Lease, nor Tenant shall give written notice thereof to Landlord at least thirty (30) days prior to the collection proposed commencement date of such subletting or acceptance assignment, which notice shall set forth the name of rent from any the proposed sublessee or assignee, transferee the relevant terms of any sublease or subtenant constitute a waiver assignment and copies of financial reports and other relevant financial information of the proposed sublessee or release assignee.
B. Tenant may assign this Lease or sublease the Premises, without Landlord's consent and without being subject to Paragraph 15C or Paragraph 15D below, to any corporation or limited partnership or limited liability company which controls, is controlled by or is under common control with Tenant, or to any corporation resulting from the merger of or consolidation with Tenant from ("Tenant's Affiliate"). In such case, any Tenant's Affiliate shall assume in writing all of its liabilities or Tenant's obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loanC. In addition to, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is but not in default under this Lease beyond limitation of, Landlord's right to approve of any applicable notice and cure periodssublessee or assignee, Tenant Landlord shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoingoption, in the event of any proposed subletting or assignment, sublettingto terminate this Lease, or in case of a proposed subletting of less than the entire Premises, to recapture the portion of the Premises to be sublet, as of the date the subletting or assignment is to be effective. The option shall be exercised, if at all, by Landlord giving Tenant written notice thereof within thirty (30) days following Landlord's receipt of Tenant's written notice as required above. If this Lease shall be terminated with respect to the entire Premises pursuant to this Paragraph, the Term of this Lease shall end on the date stated in Tenant's notice as the effective date of the sublease or assignment as if that date had been originally fixed in this Lease for the expiration of the Term hereof; provided, however, that effective on such date Tenant shall pay Landlord all amounts, as estimated by Landlord, payable by Tenant to such date with respect to taxes, insurance, repairs, maintenance, restoration and other transfer obligations, costs or charges which are the responsibility of Tenant hereunder. Further, upon any such cancellation Landlord and Tenant shall have no further obligations or liabilities to each other under this Lease, Savvis shall remain liable except with respect to obligations or liabilities which have accrued hereunder as of such cancellation date (in the same manner as if such cancellation date were the date originally fixed in this Lease for performance and compliance with all the expiration of the termsTerm hereof) and except for those obligations and liabilities which, conditions and provisions by the express terms of this Lease, are to survive any expiration or termination hereof. If Landlord recaptures only a portion of the Guaranty Premises under this Paragraph, the Base Rent during the unexpired Term hereof shall remain ▇▇▇▇▇ proportionately based on the rent per square foot contained in full force this Lease as of the date immediately prior to such recapture. Initial: L_____ T_____
D. Upon the occurrence of an assignment or subletting, whether or not consented to by Landlord, or mandated by judicial intervention, Tenant hereby assigns, transfers and effectconveys to Landlord fifty percent (50%) of all rents or other sums received or receivable by Tenant under any such assignment or sublease, which are in excess of the rents and Savvis Communications Corporation other sums payable by Tenant under this Lease (or in case of a sublease, which are in excess of the rents and other sums payable by Tenant with respect to the portion of the Premises that is subleased); provided that before Landlord is entitled to participation in such excess, Tenant shall remain be entitled to recover from the Guarantor hereunderexcess reasonable costs and expenses directly incurred by Tenant in connection with the execution and performance of such assignment or sublease, including real estate broker's commissions, commercially reasonable legal fees and costs of renovation or construction of tenant improvements required under such assignment or sublease. Tenant agrees to pay such amounts required to be paid to Landlord hereunder within fifteen (15) days after receipt by Tenant.
E. If this Lease is assigned to any person or entity pursuant to the provisions of the United States Bankruptcy Code, 11 U.S.
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Assignment and Subletting. (a) The Tenant shall agrees not have the right to assign, transfer, or mortgage or otherwise encumber this Lease or sublease any right or permit anyone to use interest therein, or occupy sublet the Leased Premises or any portion part thereof, 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 be unreasonably withheld, conditioned as a guarantor or delayed by Landlord. Except surety) to the same extent as expressly permitted under Section 15(d) below, though 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 Landlordsublease had been made. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent Consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that be consent to any additional assignment or subletting. Each such successive act shall require similar consent of Landlord. Landlord has approved shall be reimbursed by Tenant for any plans costs or specifications expenses incurred as a result of Tenant's request for renovations consent to the Premises intended by such assignee or sublessee and that any such work to assignment or subletting. In the Premises must be conducted in accordance with event Tenant subleases the terms of this Lease. The foregoing shall not be construed as limiting Leased Premises, or waiving Landlord’s rightany portion thereof, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If assigns this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, with the consent of the Landlord at an annual Base Rental exceeding that stated herein, such Lender excess shall be paid by Tenant to Landlord as additional rental hereunder within ten (10) days after receipt by Tenant. Upon the occurrence of an "event of default" as defined below, if required by the terms all or any part of the applicable loan documents) shall be requiredLeased Premises are then assigned or sublet, when applicableLandlord may, in the same manner as and in addition to any consents other remedies provided by this Lease or provided by law, collect directly from the assignee or subtenant all rents due to Tenant. Landlord shall have a security interest in all properties on the Leased Premises to secure payment of such sums. Any collection directly by Landlord under from the terms assignee or subtenant shall not be construed, however, to constitute a novation or release of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment Tenant from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default further performance of its obligations under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in it is expressly agreed that if this Lease is assigned to any person or entity pursuant to the event provisions of the Bankruptcy Code, 11 U.S.C. (S) 101 et esp. (the "Bankruptcy Code"), any assignment, subletting, and all monies or other transfer considerations payable or otherwise to be delivered in connection with such 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, Savvis Lease is assigned pursuant to the provisions of the Bankruptcy Code shall remain liable for performance and compliance with be deemed without further Act or deed to have assumed all of the terms, conditions obligations arising under this Lease on and provisions after the date of this Lease, the Guaranty such assignment. Any such assignee shall remain in full force upon demand execute and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderdeliver to Landlord an instrument confirming such assumption.
Appears in 1 contract
Sources: Commercial Lease Agreement (Monitronics International Inc)
Assignment and Subletting. (a) Tenant shall not have the right Not to assign, transfer, mortgage or otherwise encumber pledge this Lease or to sublease (which term shall be deemed to include the granting of concessions and licenses and the like) all or permit anyone to use or occupy any part of the Premises or suffer or permit this Lease or the leasehold estate hereby created or any portion thereofother rights arising under this Lease to be assigned, transferred or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law, or permit the occupancy of the Premises by anyone other than Tenant, without the prior written consent of LandlordLandlord in each instance. In the event Tenant desires to assign this Lease or sublet any portion or all of the Premises, Tenant shall notify Landlord in writing of Tenant’s intent to so assign this Lease or sublet the Premises, which notice shall be accompanied by (a) with respect to an assignment of this Lease, the date Tenant desires the assignment to be effective, and (b) with respect to a sublet of all or a part of the Premises, (i) the material business terms on which Tenant would sublet such premises, and (ii) a description of the portion of the Premises to be sublet. Each such notice shall be deemed an offer from Tenant to Landlord whereby Landlord shall be granted the right, at Landlord’s option, (1) to suspend this Lease with respect to such space as Tenant proposes to sublease (the “Partial Space”), upon the terms and conditions hereinafter set forth, or (2) if the proposed transaction is an assignment of this Lease or a subletting of fifty percent (50%) or more of the rentable square footage of the Premises for a sublease term that expires later than twelve (12) months prior to the Expiration Date, to terminate this Lease with respect to the entire Premises. Such option may be exercised by notice from Landlord to Tenant within ten (10) business days after Landlord’s receipt of Tenant’s notice. If Landlord exercises its option to terminate this Lease as to the entire Premises, or to suspend this Lease as to a Partial Space, pursuant to the foregoing provisions, then (a) this Lease shall end and expire, or be suspended, with respect to all or a portion of the Premises, as the case may be, on the date that such assignment or sublease was to commence (as if such date were the expiration date of the Term hereof), (b) Rent shall be apportioned, paid or refunded as of such date and Tenant’s Percentage shall be appropriately adjusted, (c) Tenant, upon Landlord’s request, shall enter into an amendment of this Lease ratifying and confirming such termination or suspension, and setting forth any appropriate modifications to the terms and provisions hereof, (d) Landlord shall be free to lease the Premises, or the portion thereof as to which such termination or suspension shall be effective, or any part thereof, to any person or persons, including, without limitation, to Tenant’s prospective assignee or subtenant, and (e) if the termination is only as to a Partial Space, Tenant shall be liable for all costs and expenses of segregating the Partial Space from the remaining Premises, and for the costs of separately demising the Partial Space from the remaining Premises. If Landlord does not elect to terminate or suspend this Lease as aforesaid, then Landlord’s consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no withheld to such assignment or transfer subletting, provided that the following conditions are met:
(i) the Guaranty remains in full force and effect and the Guarantor remains fully and completely liable for all of this Lease or its obligations thereunder, excepting only if, and only if Landlord elects, in its sole and unfettered discretion, to release Guarantor from its obligations under the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted Guaranty from and after an assignment or transfer by Tenant of this Lease or subletting and a substitute guaranty from a guarantor satisfactory to Landlord in its interest herein or sublease of the Premises or any portion thereof sole discretion is provided in violation of this Section 15 shall, form and substance satisfactory to Landlord in its sole and unfettered discretion at the option time of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty such assignment or subletting;
(20ii) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee subtenant is not then, and has not within the twelve (12) months immediately preceding such request, been a tenant in the Building or sublessee to enable an entity with whom Landlord to make is dealing or has dealt within such twelve (12) month period regarding the determination called for above.possibility of leasing space in the Building;
(biii) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice grace period;
(iv) the assignee or subtenant shall use the Premises only for the Permitted Uses; and
(v) the form and cure periods, substance of the proposed sublease or instrument of assignment is reasonably satisfactory to Landlord. Tenant shall have furnish Landlord with any information reasonably requested by Landlord to enable Landlord to determine whether the rightproposed assignment or subletting complies with the requirements contained herein, including, without limitation, financial statements relating to the proposed assignee or subtenant, which Landlord shall keep confidential.
(a) Tenant shall, promptly after Landlord’s request therefor, reimburse Landlord, as Additional Rent, for all reasonable legal fees and expenses incurred by Landlord in connection with any request by Tenant for such consent provided, however, with respect to each proposed sublease or assignment Tenant shall not be obligated to reimburse Landlord for more than $3,500.00 on account of such costs and expenses, unless such sublease or assignment does not occur in the ordinary course of business (e.g. is in connection with a bankruptcy or reorganization of Tenant) or involves an amendment to this Lease or other additional documentation (other than a customary Landlord’s consent to sublease or assignment agreement), or if Landlord provides unusual or extraordinary services in connection therewith. If Landlord consents thereto, no such subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder, and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the obligation to obtain the prior written consent of Landlord but upon prior written for any other subletting or assignment. If Tenant has not executed and delivered to Landlord an assignment or sublease within one hundred eighty (180) days after Landlord’s election not to terminate or suspend the Term hereof pursuant to the provisions of Section 6.2.1(a) above, then Tenant shall submit an additional notice to Landlord, and Landlord shall again have the right to terminate the Term in the case of a proposed assignment or to suspend this Lease pro tanto for the period and with respect to the space involved in the case of a proposed subletting, in accordance with the provisions of Section 6.2.1(a) as if Landlord’s prior election not to do so had not been made.
(b) If Tenant shall enter into any assignment of this Lease or any sublease of all or any portion of the Premises, and in connection with any such 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 payable by Tenant hereunder, or in case of any sublease of part of the Premises in excess of the Rent fairly allocable, to such part of the Premises (after first deducting Tenant’s reasonable actual out-of-pocket costs for construction of improvements in connection with said sublease the reasonable third-party fees and expenses for brokerage, advertising, architectural, and legal services actually incurred by Tenant in connection with such assignment or sublease), amortized over the term of the assignment or sublease, then Tenant shall pay to Landlord, promptly after receipt thereof, as Additional Rent, fifty percent (50%) of the excess of each such payment of rent or other consideration received by Tenant. Within sixty (60) days after Landlord’s consent to such assignment or sublease (or if Landlord’s consent is not required hereunder, within such sixty (60) days after the date of such assignment or sublease), Tenant shall deliver to Landlord a complete list of Tenant’s reasonable third-party brokerage fees, legal fees and architectural fees paid or to be paid in connection with such transaction, together with a list of all of Tenant’s personal property to be transferred to such assignee or sublessee. Tenant shall deliver to Landlord evidence of the payment of such fees promptly after the same are paid.
(c) If Tenant is a corporation, the transfer by one or more transfers, directly or indirectly, by operation of law or otherwise, of a majority of the stock of Tenant shall be deemed a voluntary assignment of this Lease; provided, however, that the provisions of this subsection (d) shall not apply to the transfer of shares of stock of Tenant if and so long as the voting of stock of Tenant is publicly traded on a nationally recognized stock exchange. For purposes of this subsection (d) the term “transfers” shall be deemed to include the issuance of new stock or of treasury stock which results in a majority of the stock of Tenant being held by a person or persons that do not hold a majority of the stock of Tenant on the date hereof. If Tenant is a partnership, the transfer (by one or more transfers) of a majority interest in the partnership shall be deemed a voluntary assignment of this Lease. If Tenant is a limited liability company, trust, or any other legal entity, the transfer (by one or more transfers) of a majority of the beneficial ownership interests in, or the right(s) to manage and/or direct the operations of, such entity, however characterized, shall be deemed a voluntary assignment of this Lease.
(d) Any assignment or transfer, whether made with Landlord’s consent or without Landlord’s consent because Landlord’s consent is not required pursuant to the applicable provisions of this Section 15 as 6.2.1, if and to the extent permitted hereunder, shall not be effective unless and until the assignee or transferee executes, acknowledges and delivers to Landlord an agreement in form and substance satisfactory to Landlord whereby the assignee (A) assumes Tenant’s obligations under this Lease (including, without limitation, the obligation to continue to operate for the Permitted Use), and (B) agrees that, notwithstanding such assignment or transfer, the provisions of this Section 6.2.1 shall be binding upon it with respect to all future assignments and transfers.
(e) Notwithstanding the foregoing provisions, Landlord’s prior consent were required, to assign shall not be required for an assignment of this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or Lease in connection with transactions with an entity which controls Savvis in whole acquires all or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvisor ownership interests in Tenant, or into or with which Tenant is merged or consolidated so long as: (i) such entity shall agree with Landlord to be bound by all of the obligations of Tenant hereunder; or (ii) such assignment shall not relieve Tenant of any of its obligations hereunder; (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be was made for a legitimate independent business purpose and not for purposes the purpose of avoiding transferring this Lease, and (iv) the performance Guarantor covenants and agrees, pursuant to a reaffirmation agreement prepared by Landlord, that the Guaranty remains in full force and effect notwithstanding said assignment, unless Landlord elects, in its sole and unfettered discretion as set forth in Section 6.2.1(a)(i), to release Guarantor and accept a substitute guaranty.
(f) Notwithstanding the foregoing provisions, Landlord’s prior consent shall not be required for an assignment of Savvis’ obligations hereunder this Lease or a sublease of all or a portion of the Premises to an Affiliate of Tenant (bbut only for such period of time as such Person remains an Affiliate of Tenant), it being agreed that the subsequent transfer of control, or any other transaction(s) enter into any collocation having the overall effect that such Person ceases to be such an Affiliate of Tenant, shall be treated as if such transfer or similar use agreement transaction(s) were, for all purposes, an assignment of this Lease to a third party not an Affiliate of Tenant governed by the provisions of subsection (however denominateda). As used in this Section 15; “controlAffiliate” shall mean any entity (i) of which ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP or Tenant possesses, directly or indirectly, the power to direct or cause the direction of the day to day management and policies of such corporationentity, whether through or (ii) of which ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP or Tenant owns not less than fifty percent (50%) of the ownership interests; provided, however, the subsequent sale or transfer of voting securitiesstock or ownership interests having the overall effect that ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP or Tenant no longer holds fifty percent (50%) or more of the ownership interests of such entity shall be treated as if such sale, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, transfer or other transfer under this Leasetransactions) were for all purposes, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions an assignment of this Lease, the Guaranty . Any assignee or sublessee pursuant to a transaction described in Section 6.2.1(f) or (g) shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderbe a “Permitted Assignee.”
Appears in 1 contract
Sources: Sublease (Tokai Pharmaceuticals Inc)
Assignment and Subletting. (a) SEE ADDENDUM FOR MODIFICATIONS
8.1 Tenant shall not have the right to assign, transfer, mortgage or otherwise encumber this Lease or sublease Tenant's interest therein, or sublet, rent or permit anyone to use or occupy the Premises Premises, or any portion part thereof, without obtaining the prior written consent of Landlord, which consent shall not may be unreasonably withheld, conditioned granted or delayed by withheld in Landlord's sole and absolute subjective discretion. Except as expressly permitted under Section 15(d) below, no Any 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. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, Landlord shall constitute an Event of Default a default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment assignment, subletting or subletting occupancy shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations any covenant or obligation to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee subtenant or subtenant occupant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s 's consent to any assignment assignment, subletting or subletting occupancy shall not be construed as relieving Tenant from the obligation to obtain Landlord's prior written consent to any subsequent assignment, subletting or occupancy. For any period during which Tenant is in default hereunder, Tenant hereby assigns to Landlord the rent due from any subtenant or assignee of complying with Tenant and hereby authorizes each such subtenant or assignee to pay said rent directly to Landlord.
8.2 If Tenant is a partnership, any dissolution of Tenant or any withdrawal or change, whether voluntary, involuntary or by operation of law, of partners owing a controlling interest in Tenant shall be deemed a voluntary assignment of this Lease and subject to the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting8.1. Any such sublease or assignment general partner shall be subject and subordinate deemed to this Lease in all respects, and to own a controlling interest. If Tenant or any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as general partner of Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 corporation, any dissolution, merger, consolidation or other reorganization of this Lease andTenant or such general partner, in or the case sale or transfer of an a controlling interest of the capital stock or membership rights of Tenant or such general partner, shall be deemed a voluntary assignment such assignee is bound by the terms and conditions of this Lease and assumes subject to the provisions of Section 8.1. However, the preceding provisions of this Section 8.2 shall not apply to a master limited partnership or corporation the unit shares or the stock of which is traded through a national or regional stock exchange or over-the-counter.
(a) If, at any time during the Lease Term, Tenant desires to transfer or assign this Lease or sublet all or part of the obligations Premises, then, in connection with Tenant's request to Landlord for Landlord's consent thereto, Tenant shall give notice to Landlord in writing ("Tenant's Request Notice") of the identity of the proposed assignee or subtenant and liabilities its business and of the terms of the proposed assignment or sublease. Tenant hereunder thereafter arising. In shall also transmit therewith the case most recent financial statement or other evidence of financial responsibility of such proposed assignee or subtenant and a sublease, (A) Landlord certification executed by Tenant and such proposed assignee or subtenant stating whether or not any premium or other consideration is not, and will not become, a party to such being paid for the proposed assignment or sublease, and such other information as Landlord shall request.
(Bb) Landlord’s consent Upon receipt of a Tenant's Request Notice, Landlord shall have the right, in its sole and absolute discretion:
(1) to approve or withhold approval of the proposed assignment or sublease; or
(2) to terminate this Lease with respect to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord space as Tenant proposes to such sublessee. Landlord’s consent to any assignment assign or sublease does not affect (the obligations of Landlord "Sublet Space"), effective on the date Tenant proposes to assign, transfer or Tenant under this Lease, and Landlord’s consent to sublet such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted space as set forth in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this LeaseTenant's Request Notice.
(c) If The option to approve or reject any proposed sublease or assignment or to terminate this Lease is or as specified in paragraph (b) above shall be assigned exercisable by Landlord to any Lender as additional security for such mortgage loan, sending Tenant a written notice ("Landlord's Response Notice") specifying the consent exercise of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lenderright within forty-five (45) days after receipt of Tenant's Request Notice from Tenant.
(d1) Notwithstanding If the foregoingSublet Space does not constitute the entire Premises and Landlord exercises its option to terminate this Lease with respect to the Sublet Space, so long then as Tenant to that portion of the Premises which is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”)Sublet Space, provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty Lease shall remain in full force and effect, except that the base rent and Savvis Communications Corporation additional rent payable pursuant to Articles V and VI shall be equitably reduced (on the basis of the number of square feet of rentable area of the Sublet Space to the total rentable area of the Premises before the deletion of the Sublet Space). The cost of any construction required to permit the operation of the Sublet Space as a premises separate from the balance of the Premises shall be paid by Tenant to Landlord upon demand as Additional Rent hereunder.
(2) If the Sublet Space constitutes the entire Premises and Landlord elects to terminate this Lease, this Lease shall terminate on the date Tenant proposes to assign, transfer or sublet such space as set forth in Tenant's Request Notice.
(3) If Landlord withholds approval of the proposed subletting or assignment or does not send a Landlord's Response Notice, this Lease shall remain the Guarantor in full force and effect.
(d) Tenant agrees to pay to Landlord as Additional Rent hereunder., reasonable costs, including attorneys' fees, incurred by Landlord in connection with any request by Tenant for Landlord to give its consent to any assignment, transfer, mortgage, encumbrance, or subletting by Tenant. Tenant's obligations under this Subsection 8.3
Appears in 1 contract
Sources: Master Office Lease Agreement (Opinion Research Corp)
Assignment and Subletting. (a) Tenant shall not have the right to assign, sublease, transfer, mortgage pledge, or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises or any portion thereof, interest therein without the Landlord's prior written consent consent. Tenant shall in no event be allowed to enter into a partial assignment of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, 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 LandlordTenant's leasehold interest. Any attempted assignment assignment, sublease or other transfer or encumbrance by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of the terms and covenants of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for aboveParagraph shall be void.
(b) In the event that Tenant shall desire Landlord's consent to either the subletting of the Premises, or the assignment of Tenant's entire interest under the Lease, Tenant shall give Landlord six (6) months' prior written notice thereof. The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s the necessity for such consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate It is understood that Landlord may refuse to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s grant consent to any assignment or sublease does not affect subletting by Tenant with or without cause and without stating in its refusal to grant such consent the obligations of reasons for which it refuses to grant such consent and may not, under any circumstances, be required or compelled to grant such consent. If this Lease be assigned, or if the Premises be sublet or occupied by any party other than Tenant, Landlord may collect rent from the assignee, subtenant or Tenant under this Leaseoccupant, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations apply the net amount collected to the Premises intended by Rent due, but no such assignee assignment, underletting, occupancy or sublessee and that any such work to the Premises must collection shall be conducted in accordance with the terms deemed a waiver of this Leasecovenant, or the acceptance of the assignee, subtenant or occupant as Tenant, or a release of Tenant from the further performance of the covenants on the part of Tenant required herein. The foregoing Tenant shall not be construed as limiting or waiving Landlord’s right, under this Section 15, pay to consent to an assignment, transfer, mortgage Landlord any positive difference between any Base Rent or other encumbrance of this Leaseamounts payable under any sublease or assignment to which Landlord grants its consent hereunder, and the Base Rent payable hereunder.
(c) If this Lease is This prohibition against assignment or subletting shall be assigned construed to include a prohibition against any assignment or subleasing by Landlord to operation of law, legal process, receivership, bankruptcy or otherwise, whether voluntary or involuntary, and a prohibition against any Lender as additional security for such mortgage loan, the consent encumbrance of such Lender (if required by the terms all and any part of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such LenderTenant's interest.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond Landlord's consent to any applicable notice and cure periodsassignment or subletting by Tenant, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for the full and faithful performance and compliance with all of the terms, covenants and conditions and provisions of this LeaseLease unless expressly released in writing by Landlord.
(e) In the event that Tenant is a corporation (other than a corporation whose stock is regularly traded on a nationally recognized stock exchange), the Guaranty conveyance of any stock in such corporation shall remain be deemed to be an assignment of Tenant's leasehold interest hereunder. Should Tenant be a partnership, the dissolution of such partnership or the assignment of any interest therein by any general partner thereof shall also be deemed to be an assignment of Tenant's leasehold interest hereunder. Any such assignment of partnership interest or conveyance of corporate stock in full force Tenant, as the case may be, shall therefore be subject to the restrictions set forth herein. Landlord understands that Tenant plans to go public and effecthave an Initial Public Offering and Private Placement Offering. Notwithstanding anything to the contrary herein, such actions during the Term of this Lease shall be a permitted assignment. Tenant shall provide Landlord with information on any such changes as soon as legally and Savvis Communications Corporation shall remain the Guarantor hereundercontractually permissible.
Appears in 1 contract
Assignment and Subletting. (a) Tenant shall not have the right to directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, assign, transfersublet, mortgage mortgage, hypothecate or otherwise encumber all or any portion of its interest in this Lease or sublease in the Premises or permit anyone grant any license in or suffer any person other than Tenant or its employees to use or occupy the Premises or any portion thereof, part thereof without obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld. Any such attempted assignment, conditioned subletting, license, mortgage, hypothecation, other encumbrance or delayed by other use or occupancy without the consent of Landlord shall be null and void and of no effect. Any mortgage, hypothecation or encumbrance of all or any portion of Tenant’s interest in this Lease or in the Premises and any grant of a license or sufferance of any person other than Tenant or its employees to use or occupy the Premises or any part thereof shall be deemed to be an “assignment” of this Lease. In addition, as used in this Paragraph 11, the term “Tenant” shall also mean any entity that has guaranteed Tenant’s obligations under this Lease, and the restrictions applicable to Tenant contained herein shall also be applicable to such guarantor. Landlord. Except as expressly permitted under Section 15(d) below, no ’s agreement to not unreasonably withhold its consent shall only apply to the first assignment or transfer sublease under the Lease.
(b) No permitted assignment or subletting shall relieve Tenant of its obligation to pay the Rent and to perform all of the other obligations to be performed by Tenant hereunder. The acceptance of Rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or the right of occupancy hereunder may to be effectuated a consent to any subletting or assignment. Consent by operation of law Landlord to one subletting or otherwise without the prior written assignment shall not be deemed to constitute a consent of Landlordto any other or subsequent attempted subletting or assignment. Any attempted assignment or transfer by If Tenant of this Lease or its interest herein or sublease of the Premises or desires at any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention time to assign or transfer this Lease or to sublease sublet the Premises or any portion thereof, along with reasonably sufficient it shall first notify Landlord of its desire to do so and shall submit in writing to Landlord all pertinent information about relating to the proposed assignee or transferee or sublessee sublessee, all pertinent information relating to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any proposed assignment or subletting shall not be construed as a waiver or release of Tenant from any sublease, and all liability for such financial information as Landlord may reasonably request concerning the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection proposed assignee or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Leasesubtenant. Landlord’s consent to any Any approved assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be expressly subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If At any time within twenty (20) days after Landlord’s receipt of the information specified in subparagraph (b) above, Landlord may by written notice to Tenant elect to terminate this Lease is or shall be assigned by Landlord as to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms portion of the applicable loan documents) shall Premises so proposed to be requiredsubleased or assigned (which may include all of the Premises), when applicable, with a proportionate abatement in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such LenderRent payable hereunder.
(d) Notwithstanding Tenant acknowledges that it shall be reasonable for Landlord to withhold its consent to a proposed assignment or sublease in any of the foregoingfollowing instances:
(i) The assignee or sublessee is not, so long as Tenant in Landlord’s reasonable opinion, sufficiently creditworthy to perform the obligations such assignee or sublessee will have under this Lease;
(ii) The intended use of the Premises by the assignee or sublessee is not the same as set forth in default this Lease or otherwise reasonably satisfactory to Landlord;
(iii) The intended use of the Premises by the assignee or sublessee would materially increase the pedestrian or vehicular traffic to the Premises or the Building;
(iv) Occupancy of the Premises by the assignee or sublessee would, in the good faith judgment of Landlord, violate any agreement binding upon Landlord, the Building or the Project with regard to the identity of tenants, usage in the Building, or similar matters;
(v) The assignee or sublessee is then negotiating with Landlord or has negotiated with Landlord within the previous four (4) months, or is a current tenant or subtenant within the Building or Project;
(vi) The identity or business reputation of the assignee or sublessee will, in the good faith judgment of Landlord, tend to damage the goodwill or reputation of the Building or Project; or
(vii) In the case of a sublease, the subtenant has not acknowledged that the Lease controls over any inconsistent provision in the sublease. The foregoing criteria shall not exclude any other reasonable basis for Landlord to refuse its consent to such assignment or sublease.
(e) Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant’s obligations under this Lease beyond shall at all times during the initial term and any applicable notice subsequent renewals or extensions remain fully responsible and cure periodsliable for the payment of the rent and for compliance with all of Tenant’s other obligations under this Lease. In the event that the Rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment, Tenant shall have plus any bonus or other consideration therefor or incident thereto) exceeds the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign Rent payable under this Lease, then Tenant shall be bound and obligated to pay Landlord, as additional rent hereunder, all such excess Rent and other excess consideration within ten (10) days following receipt thereof by Tenant.
(f) If this Lease is assigned or sublet the whole or part of if the Premises to: is subleased (a) (i) any corporation or entity which controls Savvis whether in whole or in part; (ii) any corporation ), or entity resulting from in the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all event of the assets mortgage, pledge, or hypothecation of Savvis; Tenant’s leasehold interest, or (iii) grant of any corporation concession or entity controlled license within the Premises, or if the Premises are occupied in whole or in part by Savvis (each anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect Rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next Rent payable hereunder; and all such Rent collected by Tenant shall be held in deposit for Landlord and immediately forwarded to Landlord. No such transaction or collection of (i)-(iii) hereinafter called Rent or application thereof by Landlord, however, shall be deemed a “related entity”)waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directorsduties, or otherwise. obligations hereunder.
(g) Should Tenant request of Landlord the right to assign or sublet, Landlord shall charge Tenant Five Hundred and No/100 Dollars ($500.00) as an administration fee.
(h) Notwithstanding any provision of this Lease to the foregoingcontrary, in the event this Lease is assigned to any person or entity pursuant to the provisions of the Bankruptcy Code, any assignment, subletting, and all monies or other transfer under this Leaseconsideration payable or otherwise to be delivered in connection with such assignment shall be paid or delivered to Landlord, Savvis shall be and remain liable for performance the exclusive property of Landlord and compliance with all shall not constitute the property of Tenant or Tenant’s estate within the meaning of the terms, conditions Bankruptcy Code. All such money and provisions other consideration not paid or delivered to Landlord shall be held in trust for the benefit of this Lease, the Guaranty Landlord and shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderbe promptly paid or delivered to Landlord.
Appears in 1 contract
Assignment and Subletting. (a) A. Tenant shall not have the right to assign, transfersublease, mortgage transfer or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises or any portion thereof, interest therein without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, 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. Any such attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of the terms and covenants of this Section 15 Paragraph shall, at the option of exercisable in Landlord's sole and absolute discretion, be voidable. If Tenant requests Landlord's consent to an assignment or sublease, Tenant shall submit to Landlord, constitute an Event in writing, the name of Default under this Leasethe proposed assignee or subtenant and the nature and character of the business of the proposed assignee or subtenant, the term, use, rental rate and all other material terms and conditions of the proposed assignment or sublease. Tenant agrees to give Landlord at least shall within twenty (20) days’ advance days after Landlord's receipt of such written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient request and information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s either consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect refuse to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by in writing (but no such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage assignment or other encumbrance sublease shall relieve Tenant of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default its obligations under this Lease beyond of any applicable notice and cure periodsliability hereunder). If Landlord should fail to notify Tenant in writing of its decision within such twenty (20) day period, Landlord shall be deemed to have consented to such assignment or sublease.
B. In addition to the rent hereunder, Tenant shall have the right, without the consent hereby covenants and agrees to pay to Landlord fifty percent (50%) of Landlord but upon prior written notice to Landlord, and any Net Profits (as hereinafter defined) which it receives which is in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part excess of the Premises torent (including Base Rent, Operating Expenses and parking rent) payable hereunder within ten (10) days following receipt thereof by Tenant. The term "Net Profits" as used herein shall mean such portion of the rent payable by an assignee or subtenant under the applicable assignment or sublease in excess of the rent payable by Tenant under this Lease (or pro rata portion thereof in the event of a subletting) for the corresponding period, after deducting from such excess rent the following: (a) (i) any corporation all of Tenant's reasonable costs associated with such assignment or entity which controls Savvis in whole or in partsubletting, including, without limitation, broker commissions, architectural fees, engineers' fees and attorney fees; (ii) any corporation reasonable costs incurred by Tenant to prepare or entity resulting from alter the merger Premises, or consolidation of Savvis with another corporation portion thereof, for the assignee or entity or that acquires substantially all of the assets of Savvissublessee; or (iii) any corporation design, construction or entity controlled in whole moving allowances, rental concessions or in part other out-of-pocket concession or costs incurred by Savvis (each Tenant. The provisions of (i)-(iii) this subparagraph B shall not apply to a Permitted Transfer, as hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwisedefined. Notwithstanding the foregoing, in during the event occurrence of an Event of Default under ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ shall be entitled to receive and Tenant shall pay to Landlord all rent payable by an assignee or subtenant, without deduction for any assignment, subletting, costs or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderexpenses incurred by Tenant.
Appears in 1 contract
Sources: Lease Agreement (Active Power Inc)
Assignment and Subletting. (a) Tenant 13.1 Subtenant shall not have the no right to assignmortgage, transfer, mortgage hypothecate or otherwise encumber its leasehold estate in the Subleased Premises or its rights under this Lease Sublease, and Sublandlord and Subtenant specifically agree that any such mortgage, hypothecation or encumbrance by Subtenant is strictly and absolutely prohibited
13.2 Subtenant expressly agrees that it shall not assign, sublease or permit anyone otherwise transfer this Sublease, or Subtenant’s interest in and to use the Subleased Premises (in part or occupy in whole), nor enter into any other occupancy agreement with respect to the Subleased Premises or (any portion thereof, of the foregoing collectively referred to herein as an “Assignment”) without the prior written consent of Sublandlord and Master Landlord, which in their sole and absolute discretion. Any such Assignment, without Sublandlord’s and Master Landlord’s prior written consent shall be void and of no force or effect, and in connection with any Assignment, Subtenant shall not be unreasonably withheldrelieved from any of its obligations under this Sublease.
13.3 In connection with any Assignment, conditioned Subtenant shall pay to Sublandlord [*] of all sums or delayed other consideration received by LandlordSubtenant as a result of any Assignment in excess of the Base Rent and Additional Rent payable under this Sublease, after deducting therefrom the costs of any tenant improvements for a transferee pursuant to such Assignment amortized over the remaining term of the Master Lease and all broker commissions and legal fees incurred in connection therewith. Except as expressly If such consideration is received by Subtenant in installments, the portion of each installment to be paid to Sublandlord shall be determined by subtracting from the installment an amount equal to the total amount of the foregoing permitted under Section 15(d) belowdeductions divided by the total number of installments.
13.4 Subtenant shall not request consent to an Assignment until after the Abatement Period has ended.
13.5 Sublandlord shall have no right to assign, no assignment sublease or otherwise transfer of this Lease Sublease or the right of occupancy hereunder may be effectuated by operation of law Master Lease, or otherwise Sublandlord’s interest in and to the Subleased Premises (in part or in whole) without the prior written consent of LandlordSubtenant. Any attempted assignment or transfer by Tenant of Notwithstanding the foregoing Sublandlord shall have the right to assign this Lease or its interest herein or sublease of the Premises or any portion thereof in violation Sublease, without Subtenant’s consent, to an Affiliate (as hereinafter defined). An “Affiliate” for purposes of this Section 15 shall13.5 shall mean a person, at the option of Landlordassociation, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of partnership, corporation or joint-stock company, trust or other business entity, however organized, which controls, is controlled by, or is in common control with Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereofparent company, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.
Appears in 1 contract
Sources: Sublease (Nurix Therapeutics, Inc.)
Assignment and Subletting. (a) A. Tenant shall agrees not have the right to assign, transfersublet, license, mortgage or otherwise encumber this Lease or sublease or permit anyone to use or occupy Agreement, the Premises Premises, or any portion part thereof, whether by voluntary act, operation of law, or otherwise, without the specific prior written consent of Landlord, which consent shall in each instance not to be unreasonably withheld, conditioned or delayed by Landlorddelayed. Except as expressly permitted under Section 15(d) belowIf Tenant is a corporation or a partnership, no transfer of a controlling interest of Tenant shall be considered an assignment or transfer of this Lease or the right Agreement for purposes of occupancy hereunder may this Article. Consent by Landlord in one such instance shall not be effectuated by operation of law or otherwise without the prior written consent a waiver of Landlord’s rights under this Article as to requiring consent for any subsequent instance. Any attempted assignment In the event Tenant desires to sublet a part or transfer by Tenant all of the Premises, or assign this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shallAgreement, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees shall give written notice to give Landlord at least twenty thirty (2030) days’ advance written days prior to the proposed subletting or assignment, which notice shall state the name of Tenantthe proposed subtenant or assignee, the terms of any sublease or assignment documents and copies of financial reports or other relevant financial information of the proposed subtenant or assignee. At Landlord’s intention to assign or transfer this Lease or to sublease the Premises or option, any portion thereof, along with reasonably sufficient information about and all rental payments by the proposed assignee or transferee sublessee with respect to the assignment of sublease shall be paid directly to Landlord. In any event no subletting or sublessee assignment shall release Tenant of its obligation to enable Landlord pay the rent and to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and perform all liability for the performance of all covenants and other obligations to be performed by Tenant under hereunder for the Term of this Lease, nor shall the collection or Lease Agreement. The acceptance of rent by Landlord from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting other person shall not be construed as relieving Tenant from the obligation deemed to be a waiver by Landlord of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions provision hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) At Landlord’s consent to such sublease does not create a contractual relationship between option, Landlord and such sublessee, nor does it create any liability may terminate the Lease Agreement in lieu of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain giving its consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under of this Lease beyond any applicable Agreement or subletting of the Premises by delivering written notice and cure periodsto Tenant (which termination may be contingent upon the execution of a new lease with the proposed assignee or subtenant); provided, if Landlord elects to terminate the Lease, Tenant shall have the rightright to withdraw its proposed assignment or sublease within five (5) days after receipt of Landlord’s termination notice, without in which case such termination shall be null and void and this Lease Agreement shall continue in full force and effect.
B. Notwithstanding anything in this Lease Agreement to the contrary, Landlord’s consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to sublease or assign this Lease, shall not be required where Tenant subleases or sublet the whole assigns all or part of the Premises to: (a) (i) to any corporation or related entity which controls Savvis in whole Tenant, is controlled by Tenant, or in part; (ii) any corporation is under common control with Tenant, or entity resulting from the merger if Tenant is acquired or consolidation of Savvis with another corporation or entity or that acquires sells substantially all of its assets pursuant to a merger or acquisition.
C. Landlord’s right to assign this Lease Agreement is and shall remain unqualified upon any sale or transfer of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”)Building and, provided such transfer must the purchaser succeeds to the interests of Landlord under this Lease Agreement and accepts and assumes all of Landlord’s obligations hereunder, Landlord shall thereupon be for a legitimate business purpose and not for purposes entirely freed of avoiding the performance of Savvis’ all obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day Landlord hereunder and shall not be subject to day management and policies of any liability resulting from any act or omission or event occurring after such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderconveyance.
Appears in 1 contract
Assignment and Subletting. (a) Tenant shall not have the right to assign, transfer, mortgage or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises or any portion thereofnot, without the Landlord’s prior written consent of Landlord, (which consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(ddelayed) below, no assignment assign all 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. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease any portion of the Premises or the license to use the Parking Areas provided hereunder; provided that, subject to the terms and conditions hereof, Tenant may at any time without Landlord’s consent, assign this Lease (or sublet all or any portion thereof in violation of this Section 15 shallthe Premises) to, or permit the use or occupancy of all or any portion of the Premises or the Parking Areas by, any Affiliate of Tenant so long as Tenant gives Landlord notice of such Affiliate assignment or sublease at the option least ten (10) business prior to such sublease or assignment, accompanied by an executed counterpart of Landlord, constitute an Event any assignment or sublease agreement concerned (from which any financial terms may be redacted). No assignment or subletting shall relieve Tenant of Default its covenants and obligations under this Lease, and Tenant shall continue to be liable for the payment, satisfaction, and performance of all obligations of Tenant hereunder to the same extent as though no assignment or subletting had been made. Subject to the foregoing, this Lease shall be binding upon, inure to the benefit of, and be enforceable by the parties and their respective successors and permitted assigns. If Tenant agrees desires to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign assign, sublease, hypothecate or otherwise transfer this Lease or sublet the Premises, then at least 10 business days before the date Tenant desires the assignment or sublease to sublease be effective (the Premises or any portion thereof“Assignment Date”), along with reasonably sufficient Tenant shall give Landlord a notice (the “Assignment Notice”) containing such information about the proposed assignee or transferee sublessee, including the proposed use of the Premises and any Hazardous Materials proposed to be used, stored handled, treated, generated in or released or disposed of from the Premises, the Assignment Date, any relationship between Tenant and the proposed assignee or sublessee, and all material terms and conditions of the proposed assignment or sublease, including a copy of any proposed assignment or sublease in its final form, and such other information as Landlord may deem reasonably necessary or appropriate to its consideration whether to grant its consent. Landlord may, by giving written notice to Tenant within 10 business days after receipt of the Assignment Notice: (i) grant such consent, (ii) refuse such consent, in its reasonable discretion, or (iii) terminate this Lease with respect to the space described in the Assignment Notice as of the Assignment Date (an “Assignment Termination”). If Landlord delivers notice of its election to exercise an Assignment Termination, Tenant shall have the right to withdraw such Assignment Notice by written notice to Landlord of such election within 15 business days after Landlord’s notice electing to exercise the Assignment Termination. If Tenant withdraws such Assignment Notice, this Lease shall continue in full force and effect. If Tenant does not withdraw such Assignment Notice, this Lease, and the term and estate herein granted, shall terminate as of the Assignment Date with respect to the space described in such Assignment Notice. No failure of Landlord to exercise any such option to terminate this Lease, or to deliver a timely notice in response to the Assignment Notice, shall be deemed to be Landlord’s consent to the proposed assignment, sublease or other transfer. Tenant shall not be required to pay to Landlord a fee in connection with its consideration of any Assignment Notice and/or its preparation or review of any consent documents. As a condition to any such assignment or subletting, whether or not Landlord’s consent is required, Landlord may require:
(i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and 739237752.8 14
(ii) a list of Hazardous Materials, certified by the proposed assignee or sublessee to enable be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the San Diego Facility, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the San Diego Facility (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to make do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the determination called San Diego Facility for above.
(bthe closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities. The consent by Landlord to any an assignment or subletting shall not be construed as a waiver relieve Tenant or any assignees of this Lease or any sublessees of the Premises from obtaining the consent of Landlord to any further assignment or subletting nor shall it release Tenant or any assignee or sublessee of Tenant from any full and all primary liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s The acceptance of Rent hereunder, or the acceptance of performance of any other term, covenant, or condition thereof, from any other person or entity shall not be deemed to be a waiver of any of the provisions of this Lease or a consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, assignment or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderPremises.
Appears in 1 contract
Sources: Lease Agreement (Quidel Corp /De/)
Assignment and Subletting. (a) A. Tenant shall not have the right to assignsublet, transfer, mortgage assign or otherwise transfer or encumber this Lease or sublease or permit anyone to use or occupy the Premises Lease, or any portion thereofinterest therein, without the prior written consent of Landlord, which such consent shall not to be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, 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. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to shall give Landlord at least twenty sixty (2060) days’ advance days prior written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereofsuch requested assignment, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance transfer. Such written request shall include a nonrefundable processing fee of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by $500; specify the terms of the applicable loan documents) shall be requiredassignment, when applicablesublease or other transfer; provide a copy of the proposed assignment, in sublease or other transfer document; the same manner as name, address and in addition to any consents by Landlord under phone number of the terms prospective assignee, sublessee or other party; and current financial statements of this Section 15the prospective assignee, sublessee, or other party. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periodsHowever, Tenant shall have the rightright to sublease any portion or all of the Premises to a subsidiary or affiliated company or to any corporate successor (upon merger, consolidation, or sale) without the consent of Landlord but upon prior written notice to Landlord, provided that Landlord is notified within thirty (30) days of such sublease or assignment. Any attempted assignment, subletting, transfer or encumbrance by Tenant in violation of the terms and in accordance with the other provisions covenants of this Section 15 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 if consent were required“Transferees”), by assuming Tenant’s obligations hereunder, shall assume liability to assign 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. If an Event of Default occurs while the Premises or any part thereof are assigned or sublet, then Landlord, in addition to any other remedies herein provided or provided by law, may collect directly from such Transferee all rents payable to the Tenant and apply such rent against any sums due Landlord hereunder. No such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s obligations hereunder. If Landlord consents to any subletting or assignment by Tenant as hereinabove provided and any category of rent subsequently received by Tenant under any such sublease is in excess of the same category of rent payable under this Lease, or sublet any additional consideration is paid to Tenant by the whole assignee under any such assignment, then Landlord may, at its option, declare fifty percent (50%) of such excess rents under any sublease or part such additional consideration for any assignment to be due and payable by Tenant to Landlord as additional rent hereunder. The following shall additionally constitute an assignment of this Lease by Tenant for the Premises topurposes of this Paragraph 15: (a) (i) if Tenant is a corporation, any corporation merger, consolidation, dissolution or entity which controls Savvis liquidation, or any change in whole ownership or in partpower to vote of fifty percent (50%) or more of Tenant’s outstanding voting stock; (ii) if Tenant is a partnership, joint venture or other entity, any corporation liquidation, dissolution or entity resulting from the merger transfer of ownership of any interests totaling fifty percent (50%) or consolidation of Savvis with another corporation or entity or that acquires substantially all more of the assets total interests in such entity; (iii) the sale, transfer, exchange, liquidation or other distribution of Savvismore than fifty percent (50%) of Tenant’s assets, other than this Lease; or (iiiiv) any corporation the mortgage, pledge, hypothecation or entity controlled in whole other encumbrance of or in part grant of a security interest by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used Tenant in this Section 15; “control” shall mean the power to direct Lease, or cause the direction of the day to day management and policies any of such corporationTenant’s rights hereunder. No assignment, subletting or other transfer, whether through the ownership or not consented to by Landlord or permitted hereunder, shall relieve Tenant of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in its liability under this Lease.
B. In the event of any assignment, subletting, or other the transfer and assignment by Landlord of its interest in this lease and in the Project to a person expressly assuming Landlord’s obligations under this Leaselease, Savvis Landlord shall remain liable thereby be released from any further obligations hereunder, and Tenant agrees to look solely to such successor in interest of the Landlord for performance of such obligations. Any security given by Tenant to secure performance of Tenant’s obligations hereunder may be assigned and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain transferred by Landlord to such successor in full force and effectinterest, and Savvis Communications Corporation Landlord shall remain the Guarantor hereunderthereby be discharged of any further obligation relating thereto.
Appears in 1 contract
Assignment and Subletting. (a) SECTION 14.1. Tenant shall not have the right to assign, transfer, mortgage assign or otherwise encumber in any manner transfer this Lease or sublease or permit anyone to use or occupy the Premises lease or any portion interest herein, nor sublet the leased premises or any part or parts thereof, nor permit occupancy by anyone without the prior written consent of Landlord. Consent by Landlord to one or more assignments of this lease or to one or more sublettings of the leased premises shall not operate as a waiver of Landlord's rights under this Article XIV. No assignment shall release Tenant of any of its obligations under this lease or be construed or taken as a waiver of any of Landlord's rights hereunder. For the purposes hereof, if Tenant is a corporation or partnership or other entity, the sale of 50% or more of the voting control and/or beneficial ownership of Tenant shall be deemed to be an assignment which shall require Landlord's consent as above set forth. The acceptance of rent from someone other than Tenant shall not be deemed to be waiver of any of the provisions of this lease or consent to any assignment or subletting of the leased premises.
SECTION 14.2. Tenant agrees not to change the advertised name of the place of business operated in the leased premises, which name shall be Hastings Financial without the prior written consent of Landlord, which consent shall not be unreasonably withheld.
SECTION 14.3. Subject to applicable bankruptcy laws, conditioned neither this lease nor any interest therein shall pass to any trustee or delayed by Landlord. Except as expressly permitted under Section 15(d) belowreceiver in bankruptcy, no assignment insolvency or transfer reorganization proceedings, any creditors through attachment, execution or otherwise, any assignee for the benefit of this Lease creditors, or the right of occupancy hereunder may be effectuated by operation of law or otherwise without law. The parties acknowledge that the prior written consent of Landlord. Any attempted assignment or transfer leased premises occupied by Tenant consist of this Lease a store building located within an integrated shopping center development owned and operated by Landlord, and, in the event Tenant becomes subject to voluntary or its interest herein or sublease involuntary proceedings under the Bankruptcy Reform Act of 1978 (the "Act"), as the same may be amended, the specific provisions of the Premises or any portion thereof Act relating to shopping centers shall be applicable to such proceedings. The parties further acknowledge that in violation order to protect the mix of this Section 15 shalltenants within the Shopping Center and to provide the sales volume anticipated from Tenant's business operations within the leased premises, at the option of Landlord, constitute an Event of Default under this Lease. purposes for which the Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease may use the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent leased premises have been specifically limited by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above6.1 hereof, as applicableand that the economics of this lease, particularly with respect to any subsequent assignment or sublettingthe agreed upon fixed minimum rent, percentage rent and additional rent, were established on the basis of Tenant's expected business operations. Any such sublease or assignment shall be subject and subordinate to Notwithstanding anything in this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations lease to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoingcontrary, in the event of Tenant becomes subject to voluntary or involuntary proceedings under the Act and Tenant or any assignmenttrustee, subletting, receiver or other transfer under custodian of Tenant or of its assets or properties shall assign this Leaselease, Savvis shall remain liable any and all amounts paid or to be paid by or for performance and compliance with all the account of the termsassignee in consideration of such assignment shall be and remain the property of the Landlord and any and all such amounts received by Tenant or such trustee, conditions receiver or custodian shall be held in trust for the Landlord and provisions remitted to the Landlord promptly after receipt thereof. For purposes of this Leaselease the requirement set forth in Section 365(b) of the Act, that the Guaranty trustee give adequate assurance of future performance regarding the source of rent and other consideration due under the lease, shall remain be deemed met only if the trustee, within thirty (30) days after the commencement of the case, posts an irrevocable letter of credit, in full force form satisfactory to Landlord, equal to amount of total rent reserved for the balance of the lease term or renewal term of the lease, as the case may be. For purposes of this Section 14.3, total rent reserved shall mean the highest total rent, comprised of fixed minimum rent, percentage rent and effect, and Savvis Communications Corporation shall remain additional rent paid or payable for any lease year prior to commencement of the Guarantor hereundercase times the number of unexpired lease years remaining at the time of commencement of the case.
Appears in 1 contract
Assignment and Subletting. (a) Tenant shall not have the right to assign, transfer, mortgage or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises or any portion thereof, without A. Without the prior written consent of Landlord, which consent shall not to be unreasonably withheld, conditioned Tenant shall not assign, mortgage, pledge, hypothecate or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no assignment otherwise transfer or permit the transfer of this Lease or the right interest of occupancy hereunder may be effectuated Tenant in this Lease, in whole or in part, by operation of law or otherwise without the prior written consent of Landlordotherwise. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of shall not sublet the Premises or any portion thereof without Landlord's prior written consent which may be withheld in violation Landlord's sole discretion. If Tenant desires to enter into any assignment of this Section 15 shallthe Lease or sublease of the Premises, at the option of Tenant shall deliver written notice thereof to Landlord, constitute an Event together with a copy of Default under this Lease. Tenant agrees to give Landlord the proposed assignment or sublease agreement at least twenty (20) days’ advance written notice 60 days prior to the commencement date of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about term of the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release sublease. In making its determination of Tenant from any and all liability for the performance of all covenants and obligations whether to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any proposed assignment or subletting shall not be construed as relieving Tenant from Landlord may take into consideration the obligation business reputation and credit worthiness of complying with the provisions proposed assignee, the intended use of Section 15(a) abovethe Premises by the proposed assignee, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject the estimated pedestrian and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business vehicular traffic in the Premises and to the Building which is a permitted use pursuant would be generated by the proposed assignee, the hours of operation of the proposed assignee, the density of the employees (e.g. call centers) of the proposed assignee, and any other factors which Landlord shall deem relevant. Any approved assignment or sublease shall be expressly subject to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease Lease, and assumes all Tenant shall pay Landlord any consideration received by the Tenant from the assignee or subtenant for the entering into of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does and in addition thereto on the first day of each month during the term of the assignment or sublease, the excess of all rent and other consideration due from the assignee or subtenant for such month over the Annual Base Rent due under this Lease for said month (proportionately adjusted in the event of a sublease of a portion of the Premises).
B. In the event of any sublease or assignment, Tenant shall not affect the obligations of Landlord be released or Tenant discharged from any liability, whether past, present or future, under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved including any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance renewal term of this Lease.
(c) If this Lease is or C. In the event Landlord shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periodsa sublease or assignment, Tenant shall have pay Landlord's reasonable attorney's fees and other reasonable expenses incurred in connection with giving such consent, not to exceed $1,500.00.
D. If Tenant or the rightGuarantor of this Lease, if any, is a corporation the stock of which is not traded on any national securities exchange or nationally in the National Association of Securities Dealers over the counter market, then the following shall constitute an assignment of this Lease for all purposes of this Section: (i) the merger, consolidation or reorganization of such corporation; and/or (ii) the sale, issuance, or transfer, cumulatively or in one transaction, of any voting stock, by Tenant or the Guarantor of this Leases or the stockholders of record of either as of the date of this Lease, which results in a change in the voting control of Tenant or the Guarantor of this Lease, except any such transfer by inheritance or testamentary disposition. If Tenant or the Guarantor of this Lease, if any, is a joint venture, partnership, limited liability company, or other association, then for all purposes of this Section, the sale, issuance or transfer, cumulatively or in one transaction, of either voting control or of a twenty-five percent (25%) interest, or the termination of any joint venture, partnership, limited liability company or other association, shall constitute an assignment, except any such transfer by inheritance or testamentary disposition.
E. Notwithstanding anything to the contrary contained elsewhere in this Article XI, the Tenant may, without the consent of Landlord but upon ▇▇▇▇▇▇▇▇'s prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign consent:
(i) Assign or sublease this Lease, or sublet the whole all or any part of the Premises to: (a) (i) any to its parent corporation or entity which controls Savvis in whole or in part; (ii) to any corporation or entity resulting from the merger or consolidation affiliate of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated)Tenant. As used in this Section 15subsection: the term "parent" means any entity that controls Tenant; “and the term "affiliate" means any entity which is directly or indirectly controlled by or controlling any parent or subsidiary of Tenant. The terms "control” " and "controlled by" and "controlling" shall mean have the power to direct meanings given those terms under the federal securities laws. Such assignee or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation sublessee shall remain the Guarantor hereunderparent or affiliate of Tenant, as the case may be, throughout the remainder of the Lease term.
Appears in 1 contract
Sources: Lease Agreement (Panera Bread Co)
Assignment and Subletting. (a) 24.1 Tenant shall not have the right to assigntransfer or assign this Lease, transferor any interest therein, mortgage or otherwise encumber this Lease or sublease or permit anyone to use or occupy and shall not sublet the Premises or any portion part thereof, or any right or privilege appurtenant thereto, including spaces in the Automobile Parking Area, without the prior written consent of Landlord's consent. Consent by Landlord to one assignment, which consent subletting, occupation or use by another person shall not be unreasonably withhelddeemed to be a consent to any subsequent assignment, conditioned subletting, occupation or delayed use by Landlordanother person. Except as expressly permitted under Section 15(d) below, no assignment or transfer of Neither this Lease or nor any interest therein shall be assignable, as to the right interest of occupancy hereunder may be effectuated Tenant, by operation of law or otherwise law, without the prior written consent of Landlord. Any attempted transfer, assignment or transfer by subletting without the prior written consent of Landlord shall be void. Landlord acknowledges that the Tenant may initially be subletting a portion of its Premises for a temporary period of time. Landlord agrees that a request from Tenant for subletting approval from the Landlord shall not be unreasonably withheld. If Tenant is a corporation, an unincorporated association or a partnership, unless listed on a national stock exchange, 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 of this Lease.
24.2 If Landlord consents to any assignment of this Lease or its interest herein a subletting of all or any part of the Premises, Tenant shall pay to Landlord, on the same dates that payments are to be made by any assignee or subtenant under the assignment or sublease document approved by Landlord, as Additional Rent, fifty percent (50%) of any excess Minimum Monthly Rent, Additional Rent or other charges to be paid by such assignee or subtenant to Tenant over the Minimum Monthly Rent, Additional Rent or other charges reserved to Landlord under this Lease for that part of the Premises assigned or subleased.
24.3 If Tenant, with Landlord's prior written approval, assigns this Lease or sublets the Premises, and the assignee or sublessee maintains the liability insurance coverage required by Section 20.3, Tenant shall be relieved of such obligation. Tenant agrees t9 pay Landlord reasonable legal fees incurred in connection with the processing of any portion thereof in violation documents necessary to give consent.
24.4 The voluntary or other surrender of this Section 15 Lease by Tenant, or a mutual cancellation thereof, shall not work a merger, and shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises terminate all or any portion thereofexisting subleases or subtenancies, along with reasonably sufficient information about or may at the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed option of Landlord, operate as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) to Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereundersuch subleases or subtenancies.
Appears in 1 contract
Assignment and Subletting. (a) Tenant Neither Tenant, nor Tenant's legal representatives, successors or assigns, shall not have the right to assign, transfer, mortgage or otherwise encumber this Lease lease, or sublease sublet, or permit anyone to use or occupy the Premises or permit demised premises or any portion thereofpart thereof to be used or occupied by others, without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Such consent shall not be required for any assignment to Tenant's corporate subsidiaries and affiliates. If this lease be assigned, conditioned or delayed if demised premises or any part thereof be sublet or occupied by Landlordany party other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee subtenant or occupant and apply the net amount collected to the rent herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of the obligations on the part of Tenant herein contained. Except as expressly permitted under Section 15(d) below, no The consent by Landlord to an assignment or subletting shall not in any way be construed to relieve Tenant, the assignee or the subtenant from obtaining the express consent in writing of Landlord to any further assignment or subletting or to release Tenant from any liability whether past, present or future under this lease or to release Tenant from any liability under this lease because of Landlord's failure to give notice of default under or in respect of any of the terms, covenants, conditions, provisions or agreements of this lease. Not withstanding the consent of Landlord to such assignment or subletting, Tenant shall remain liable for the payment of all bills rendered by Landlord for the charges incurred by the assignee or subtenant for services and materials supplied to demised premises. A transfer of control of Tenant shall be deemed an assignment under this Lease or lease and shall be subject to all the right provisions of occupancy hereunder this Article, including the requirement of obtaining Landlord's prior written consent. Notwithstanding any contrary provision of this Article, Tenant may assign this lease upon the following express conditions: that the proposed assignee shall be effectuated by operation of law or otherwise without subject to the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease , which consent will not be unreasonably withheld but without limiting the generality of the Premises or any portion thereof in violation foregoing, it shall be reasonable for Landlord to deny such consent if: the use to be made of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about demised premises by the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis not generally consistent with the character and nature of all other tenancies in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”)Building, provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into a use which conflicts with any collocation so-called (exclusive) then in favor of, or similar for any use agreement (however denominated). As used which is the same as that stated in this Section 15; “control” shall mean the power any lease to direct or cause the direction another tenant of the day to day management and policies Building or any of such corporation, whether through Landlord's then buildings which are in the ownership of voting securities, by contract, by interlocking boards of directorssame complex as the Building, or otherwise. Notwithstanding (c) a use which would be prohibited by any other portion of this lease (including but not limited to any Rules and Regulations then in effect); or the foregoingcharacter, moral stability, reputation and financial responsibility of the proposed assignee are not reasonably satisfactory to Landlord or in any event not at least equal to those which were possessed by Tenant as of the event date of any assignment, subletting, or other transfer under execution of this Lease, Savvis lease; that Tenant shall remain liable for performance pay to Landlord Landlord's then standard processing fee; that the proposed assignee shall execute an agreement pursuant to which it shall agree to perform faithfully and compliance with be bound by all of the terms, conditions covenants, conditions, provisions, and provisions agreements of this Leaselease; and that an executed duplicate original of said assignment and assumption agreement, on Landlord's then standard form, shall be delivered to Landlord within five days after the Guaranty shall remain in full force and effectexecution thereof, and Savvis Communications Corporation that such assignment shall remain not be binding upon Landlord until the Guarantor hereunderdelivery thereof to Landlord and the execution and delivery of Landlord's consent thereto. Landlord shall have the option to terminate this Lease rather than approve the assignment hereof.
Appears in 1 contract
Assignment and Subletting. Except as set forth below, Tenant will not, voluntarily or by operation of law, assign, sell, convey, sublet or otherwise transfer all or any part of Tenant’s right or interest in this Lease, or allow any other person or entity to occupy or use all or any part of the Premises (acollectively called “Transfer”) Tenant without first obtaining the written consent of Landlord which consent shall not have the right to assignbe unreasonably withheld or delayed including any other direct Licensees of Redwood Investment Partners, transfer, mortgage or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises or any portion thereof, Inc. Any Transfer without the prior written consent of Landlord, which consent Landlord shall not be unreasonably withheld, conditioned or delayed by Landlordvoid. Except as expressly permitted under Section 15(d) below, no assignment or transfer Without limiting the generality of the definition of “Transfer,” it is agreed that each of the following shall be deemed a “Transfer” for purposes of this Lease Article 16: (a) an entity other than Tenant becoming the tenant hereunder by merger, consolidation, or the right of occupancy hereunder may be effectuated by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
other reorganization; and (b) The a transfer of any ownership interest in Tenant (unless Tenant is an entity whose stock is publicly traded). Regardless of whether consent by Landlord to is granted in connection with any assignment or subletting Transfer, no Transfer shall not be construed as a waiver or release of Tenant from any and all obligation or liability for the performance of all covenants and obligations to be performed by hereunder; Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant to pay all rent and other sums due hereunder to Landlord and Savvis Communications Corporation shall remain the Guarantor to perform all other obligations hereunder. Any such assignee Similarly, no Transfer, with or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with shall release any guarantor from its obligations under its guaranty. Upon any assignment or sublease, any rights, options or opportunities granted to Tenant hereunder to extend or renew the other provisions of this Section 15 as if consent were requiredTerm, to assign this Leaseshorten the Term, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must to lease additional space shall be for a legitimate business purpose null and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwisevoid. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance Landlord acknowledges and compliance with all hereby consents to Tenant's subletting of the termsentirety of the Premises for the entirety of the Lease Term, conditions and as such Lease Term may be extended, to Picture Rock Holdings, LLC, a Colorado limited liability company. The provisions of Section 16.02 and 16.03 shall not apply to this Lease, subletting of the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderPremises.
Appears in 1 contract
Sources: Industrial Lease Agreement
Assignment and Subletting. (a) Tenant shall not have the right assign this Lease, or allow it to assignbe assigned, transferin whole or in part, by operation of law or otherwise or mortgage or otherwise encumber this Lease pledge the same, or sublease or permit anyone to use or occupy sublet the Premises Premises, or any portion part thereof, without the prior written consent of Landlord, which consent Landlord and in no event shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no any such assignment or transfer of this Lease sublease ever release Tenant from any obligation or the right of occupancy hereunder may be effectuated by operation of law liability hereunder. No assignee or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease sublessee of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to may assign or transfer this Lease or to sublease sublet the Premises or any portion thereof. If the Tenant desires to assign or sublet all or any part of the Premises, along it shall so notify Landlord at least thirty (30) days in advance of the date on which Tenant desires to make such assignment or sublease. Tenant shall provide Landlord with reasonably sufficient a copy of the proposed assignment or sublease, and such information about as Landlord might request concerning the proposed assignee or transferee or sublessee subtenants) to enable allow Landlord to make informed judgments as to the determination called for above.financial condition, reputation, operations and general desirability of the proposed assignee or subtenants). Landlord shall request said information no later than fifteen (15) days after it has received Tenant's proposed assignment or sublease. Within fifteen (15) days after Landlord's actual receipt of Tenant's proposed assignment or sublease, and all required information concerning the proposed assignee or subtenants), Landlord shall have the option to:
(a) Consent to the proposed assignment or sublease; or
(b) The Withhold (but not unreasonably) its consent by Landlord to the proposed assignment or sublease, but allow Tenant to continue in the search for an assignee or sublessee mat may be acceptable to Landlord. 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 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 becoming due to Tenant under such assignment or subletting sublease and apply such rents against any sums due to Landlord from Tenant hereunder, and no such collection shall not be construed as to constitute a waiver novation or a release of Tenant from any and all liability for the further performance of all covenants Tenant's obligations hereunder. In the event of the transfer and obligations to be performed assignment by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any Landlord of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease interest in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all the Premises, and the assumption of Landlord's future obligations hereunder by the transferee, Landlord shall thereby be released from any further obligations hereunder, and Tenant agrees to look solely to such successor in interest of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent performance of such Lender (if required by obligations occurring after the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies date of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereundertransfer.
Appears in 1 contract
Assignment and Subletting. (a) Tenant shall not have the right to assignvoluntarily, transferinvoluntarily, mortgage or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises or any portion thereofby operation of laws, without the prior written consent of LandlordLandlord (i) sublet all or any part of the Leased Premises or allow it to be sublet, which consent shall not be unreasonably withheldoccupied, conditioned or delayed used by any person or entity other than Tenant; (ii) assign Tenant’s interest in this Lease; (iii) mortgage or encumber the Lease, or otherwise use the Lease as a security device in any manner; or (iv) amend or modify an assignment, sublease, or other transfer that has been previously approved by Landlord. Except Any action taken or proposed to be taken pursuant to Section 18(a) shall be collectively referred to as expressly permitted an “Assignment,” and any third party succeeding to all or a portion of Tenant’s interest under Section 15(d) below, no assignment or transfer of this Lease or the right of occupancy hereunder may be effectuated by operation of law proposed to succeed to all or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any a portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer interest under this Lease or shall be referred to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for aboveas an “Assignee.”
(b) The consent Any Assignment approved by Landlord to any assignment or subletting shall not be construed as a waiver or release effective until Tenant has delivered to Landlord an executed counterpart of Tenant from any the document evidencing the Assignment that is in form and all liability for the performance of all covenants and obligations substance reasonably satisfactory to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”ii) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain contains the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the same terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted as stated in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or Any attempted Assignment without Landlord’s consent shall constitute an Event of Default and shall be assigned by Landlord voidable at Landlord’s option. Landlord’s consent to any Lender one Assignment shall not constitute a waiver of the provision of Section 18 as additional security for such mortgage loanto any subsequent Assignment or a consent to any subsequent Assignment. No Assignment, even with the consent of such Lender (if required by the terms Landlord, shall relieve Tenant of the applicable loan documents) shall obligation to pay the rent and to perform all of the other obligations to be required, when applicable, in the same manner as and in addition to any consents performed by Tenant. The acceptance of rent by Landlord under the terms from any person shall not be deemed to be a waiver by Landlord of any provision of this Section 15. Landlord agrees Lease, nor to use diligent and good faith efforts to obtain be a consent to any proposed assignment from any such LenderAssignment.
(d) Notwithstanding the foregoing, so long as Tenant is Landlord’s consent to any Assignment shall not in constitute an acknowledgment that no default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer exists under this Lease, Savvis nor shall remain liable for performance and compliance with all consent be deemed a waiver of any existing default, except as otherwise stated by Landlord at the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereundertime.
Appears in 1 contract
Sources: Commercial Lease Agreement
Assignment and Subletting. (a) Tenant shall will not have the right to assign, transfer, mortgage or otherwise encumber its interest in this Lease Lease, nor sublet, rent, nor permit occupancy or sublease or permit anyone to use or occupy of the Premises Leased Premises, or any portion thereofpart thereof by any third party, without the prior written consent of Landlord, which consent nor shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no any assignment or transfer of this Lease or the right of occupancy hereunder may be effectuated by operation of law or otherwise otherwise, without in each such case obtaining the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease's consent will not be unreasonably withheld. Tenant agrees to give shall seek such consent of Landlord at least twenty (20) days’ advance by a written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereofrequest, along with reasonably sufficient setting forth such information about the proposed assignee or transferee or sublessee to enable as Landlord to make the determination called for above.
(b) may deem necessary. The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from the terms of any and all liability for the performance of all covenants and obligations to be performed by Tenant covenant or obligation under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee under an assignment constitute an acceptance of the assignment or subtenant constitute a waiver or release of Tenant from any of its liabilities covenant or obligations under obligation contained in this Lease. Landlord’s consent to , nor shall any assignment or subletting shall not be construed as relieving to relieve Tenant from the obligation requirement of complying with obtaining the provisions consent in writing of Section 15(a) above, as applicable, with respect to Landlord of any subsequent further assignment or subletting. Any such No assignment or sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 other transfer of this Lease andshall be effective unless the assignee, sub-lessee or transferee shall at the time of such assignment, sublease or transfer, assume in writing, all of the case of an assignment such assignee is bound by the terms terms, covenants and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arisingto be performed by Tenant. In the case of a Whether or not Landlord has consented to an assignment or sublease, (A) Tenant shall pay directly to Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment the amount by which the rent or sublease does not affect the obligations of Landlord or other payments received by Tenant under this Lease, and Landlord’s consent pursuant to such assignment or sublease shall not be construed exceeds, in any month, the base rent and additional rent payable by Tenant to mean that Landlord has approved landlord hereunder. Should the Tenant improve its space (at its own expense) which is then assigned or subleased to a third party at a rental rate higher than tenant is paying landlord under this lease or any plans future lease or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms extension of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periodslease, Tenant shall have the right, without right to keep the consent of difference between rent it pays to Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting rent it collects from the merger or consolidation third party until tenants expense for improvements are amortized. Tenant shall he allowed to add interest at prime rate plus two (2) percent to its cost of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies improvements on behalf of such corporation, whether through third party. Interest rate shall be prime rate plus 2% (two percent) set on the ownership date of voting securities, by contract, by interlocking boards first day of directors, or otherwise. Notwithstanding the foregoing, in the event construction of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereundersaid improvements.
Appears in 1 contract
Sources: Lease Agreement (Medamicus Inc)
Assignment and Subletting. (a) Except as otherwise expressly provided herein, Tenant shall not have the right to assign, transfer, mortgage or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises or any portion thereofnot, without the prior written consent of LandlordLandlord in each instance, which consent shall not (1) convey, mortgage, pledge, hypothecate, or encumber, or subject to or permit to exist upon or be unreasonably withheldsubjected to any lien or charge, conditioned this Lease or delayed by Landlord. Except as expressly permitted any interest under Section 15(dit, (ii) below, no assignment allow to exist or occur any transfer of or lien upon this Lease or the right of occupancy hereunder may be effectuated Tenant's interest herein by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of law, (iii) assign this Lease or its interest herein any of Tenant's rights hereunder, (iv) sublet the Premises or sublease any part thereof, or (v) permit the use or occupancy of the Premises or any portion part thereof in violation for any purpose not provided for under Section 3 of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or by anyone other than the Tenant and Tenant's employees. Landlord has the absolute right to sublease withhold its consent, without giving any reason whatsoever, except as herein expressly provided to the Premises or contrary. The foregoing prohibitions shall also apply to any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for abovesubtenant of Tenant.
(b) The consent Prior to the Commencement Date, Tenant shall not assign this Lease or sublet all or any part of the Premises. If, after the Commencement Date, Tenant has procured an assignee or sublessee, Tenant shall, by written notice to Landlord, advise Landlord to any assignment or subletting of its intention from, on and after a stated date (which shall not be construed as a waiver less than thirty (30) days after the date of Tenant's notice) to assign this Lease to such proposed assignee or release sublet any part or all of Tenant from any and all liability the Premises to such proposed subtenant for the performance balance or any part of all covenants and obligations the Term. Upon receipt of such notice, Landlord shall have the right, to be performed exercised by giving written notice to Tenant under this Leasewithin fifteen (15) days after receipt of Tenant's notice, nor shall to cancel the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, lease in the case of an a proposed assignment such assignee is bound by the terms and conditions of this Lease or a proposed subleasing of all the Premises, or to cancel the lease with respect to the portion to be so subleased by notice to Tenant in which latter event the Rent and assumes all Tenant's Proportionate Share as defined herein shall be adjusted on the basis of the obligations and liabilities number of Tenant hereunder thereafter arising. In square feet of Rentable Area of the case of a sublease, (A) Landlord is notPremises retained by Tenant, and will this Lease as so amended shall continue thereafter in full force and effect. If Landlord wishes to exercise such option to cancel, Landlord shall, within fifteen (15) days after Landlord's receipt of such notice from Tenant, send to Tenant a notice so stating and in such notice Landlord shall specify the date as of which such cancellation is effective, which date shall be not become, a party less than fifteen (15) and not more than thirty (30) days after the date on which Landlord sends such notice. Tenant's notice given pursuant to such subleasethis Section 13(b) shall state the name and address of the proposed subtenant or assignee, and (B) Landlord’s consent a true and complete copy of the proposed sublease or assignment and sufficient information to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of permit Landlord to such sublessee. Landlord’s consent determine the financial responsibility and character of the proposed subtenant or assignee shall be delivered to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Leasesaid notice.
(c) If Landlord, upon receiving Tenant's notice given pursuant to Section 13(b), shall not exercise its right to cancel, Landlord will not unreasonably withhold its consent to Tenant's assignment of this Lease or subletting the space covered by its notice. In each case, such subletting or assignment shall also be subject to the following conditions:
(i) Tenant is not in default of the lease;
(ii) Tenant has fully complied with the provisions of this Section 13;
(iii) The assignee or shall subtenant is not a tenant of the Lincolnshire Corporate Center or a government (or subdivision or agency thereof);
(iv) Tenant has furnished Landlord with copies of all documents relating to the sublease or assignment arrangement between Tenant and the proposed subtenant or assignee, including financial statements, if requested by Landlord;
(v) The proposed sublease or proposed assignment does not extend for a term beyond the initial Term of this Lease, nor does the sublease or assignment contain any options to extend or renew the term thereof beyond the initial Term of this Lease;
(vi) The subtenant or assignee is of a character or engaged in a business which is, and the subtenant's or assignee's proposed use of the Premises, or portions thereof, is consistent with the standards of Landlord for the Building and the use permitted hereunder;
(vii) A subletting will not result in more than two occupants of the Premises, including Tenant and all subtenants;
(viii) The space to be assigned subleased and the remaining portion of the Premises are both legally leasable units and suitable for normal renting;
(ix) The assignee or subtenant is sufficiently financially responsible to perform its obligations under the sublease or assignment; and
(x) The intended use by or business of the proposed assignee or sublessee will not conflict with any commitment by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, other tenant in the same manner as and in addition to any consents by Landlord under the terms of this Section 15Lincolnshire Corporate Center. Landlord agrees to use diligent and good faith efforts respond to obtain consent to any proposed assignment from any such LenderTenant's request for approval within thirty (30) days after submission of all documents.
(d) Notwithstanding the foregoingprovisions of subparagraphs (a), so long (b), and (c) above, Landlord agrees that (1) as Tenant is not in default under this Lease beyond any applicable notice and cure periodsto an assignment or transfer by operation of law, Tenant Landlord shall have the rightright of consent pursuant to subparagraph (c) above, without but shall not have the consent of Landlord but upon prior written notice option to Landlordcancel the lease, and in accordance with the other provisions of this Section 15 as if consent were required, provided such assignment or transfer is to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any a corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction stock of the day Tenant; and (2) as to day management and policies an assignment of such corporationthe lease to a wholly-owned subsidiary of Tenant, whether through Landlord shall not have the ownership option to cancel nor shall Landlord have a right of voting securities, consent.
(e) Consent by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of Landlord to any assignment, subletting, use, or other occupancy or transfer under this Leaseshall not operate to relieve the Tenant from any covenant or obligation hereunder, Savvis and shall remain liable for performance and compliance with not be deemed to be a consent to or relieve Tenant, or any subtenant or assignee, from obtaining Landlord's consent to any subsequent assignment, transfer, lien, charge, subletting, use, or occupancy. Tenant shall pay all of Landlord's costs, charges and expenses, including attorneys' fees, incurred in connection with any assignment, transfer, lien, charge, subletting, use or occupancy made or requested by Tenant.
(f) If Tenant, having first obtained Landlord's consent to any sublease or assignment, or if Tenant or a trustee in bankruptcy for Tenant, pursuant to Section 365 of the termsBankruptcy Code, conditions and provisions shall assign this Lease or sublet the Premises, or any part thereof, then in addition to the Rent then payable hereunder, Tenant shall pay to Landlord, as further additional rent on the first day of this Leaseeach month during the term of any such assignment or sublease, one hundred percent (100%) of the Guaranty shall remain in full force and effectamount, and Savvis Communications Corporation shall remain if any, by which (x) the Guarantor hereunder.Assigned Area Rent exceeds (y) the product of the Current Monthly Rent multiplied by the Assigned Area. As used herein:
Appears in 1 contract
Assignment and Subletting. (a) Tenant shall not have sublet any part of the right to assignPremises, transfer, mortgage or otherwise encumber nor assign this Lease or sublease any interest herein, nor, once any such sublet or permit anyone assignment is consented to use by Landlord, amend or occupy modify the Premises terms of such sublet or any portion thereofassignment, without the prior written consent of Landlord, which consent shall not be unreasonably withheldwithheld or delayed. No sublessee (or Tenant, conditioned on behalf or delayed by Landlordfor the benefit of a sublessee) shall have the right to exercise any extension or renewal of Term, or any right to expand or otherwise increase the size of the Premises. Except as expressly permitted under Section 15(d) below, no Landlord may deny consent to an assignment or transfer sublease if the creditworthiness 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. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee sublessee could not service the proposed sublet rent or sublessee assignment costs. Additionally, neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of the Premises shall enter into any lease, sublease, license, concession, assignment 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 or entity from the Premises leased, used, occupied or utilized. Any such purported lease, sublease, license, concession, assignment or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises. If such a sublease is entered into, neither the rental payable thereunder nor the amount thereof passed on to enable Landlord any person or entity shall have deducted therefrom any expenses or costs related in any way to make the determination called for abovesubleasing of such space.
(b) The consent Consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such one assignment or sublease shall not destroy or waive this provision, and all later assignments and subleases shall likewise be construed made only upon prior consent of Landlord, such consent of Landlord not to mean that be unreasonably withheld or delayed. If a sublease or assignment is consented to by Landlord, any sublessees or assignees shall become liable directly to Landlord has approved for all obligations of Tenant hereunder without relieving or in any plans way modifying Tenant's liability hereunder. If Tenant notifies Landlord of Tenant's intent to sublease or specifications assign this Lease, Landlord shall within fifteen (15) days from such notice (a) consent to such proposed subletting; (b) deny such consent, giving reasons for renovations denying such consent at the time of the denial; (c) elect to cancel this Lease, or to reduce the Premises by the area requested to be subleased or assigned if the area is less than the entire Premises; or (d) elect to sublease the space, or take the assignment, as applicable, on the same terms and conditions as offered by the third-party. If Landlord elects to cancel or to reduce the area of the Premises, Tenant shall have ten (10) days from such notice to notify Landlord of Tenant's acceptance of such cancellation or reduction or Tenant's desire to remain in possession of Premises for the Term. If Tenant fails to so notify Landlord of Tenant's election to accept termination or reduction or to continue as Tenant hereunder, such failure shall be deemed an election to terminate or have the area of Premises reduced, as the case may be, and such termination or reduction shall be effective as of the end of the ten (10) day period provided for in Landlord's notice as hereinabove provided. If Landlord gives its consent to any such assignment or sublease, fifty percent (50%) of any rent or other cost to the Premises intended by such assignee or sublessee subtenant for all or any portion of the Premises over and that any above the Rent payable by Tenant for such work space shall, and the reasonable and actual costs incurred by Tenant in procuring such assignment or sublease, be due and payable, and shall be paid, to Landlord. If this Lease is cancelled, the area of Premises is reduced or a sublease or assignment is made as herein provided, Tenant shall pay Landlord a charge equal to the Premises must be conducted actual costs incurred by Landlord, in accordance with Landlord's reasonable judgment (including, but not limited to, the terms use and time of this Lease. The foregoing shall Landlord's personnel), for all of the necessary legal and accounting services required to accomplish such cancellation, reduction of area of the Premises, assignment or subletting, as the case may be, such legal fee not be construed as limiting to exceed $1,000.00 per occurrence or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Leaserequest.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, right to assign this Lease, the Lease or sublet the whole Premises, or any part thereof, without Landlord's consent, but subject to Landlord's rights to notice and prohibition contained herein, to any parent, subsidiary, affiliate or controlled entity or to an entity which Tenant may be converted or with which Tenant may merge. Tenant shall in any event have the obligation to notify Landlord of its intent of any such arrangement, and if Landlord reasonably determines that the proposed assignee or sublessee is engaged in a business which would materially interfere with the operation of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity Property or that acquires substantially all permitting the assignment or subletting would cause a violation by Landlord of its obligations under any lease covering a portion of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”)Property, provided Landlord shall have the right to prohibit such transfer must be for a legitimate business purpose and not for purposes of avoiding arrangement based upon the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated)aforesaid factors. As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.
Appears in 1 contract
Assignment and Subletting. (a) Tenant shall may not have the right to assign, transfer, mortgage or otherwise encumber assign this Lease or sublease or permit anyone to use or occupy sublet the Leased Premises or any portion thereof, part thereof without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned withheld or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no delayed; and any attempted assignment or transfer subletting without such consent shall be invalid. At least thirty (30) days prior to the proposed effective date of such assignment or sublease, Tenant shall provide Landlord a signed original of the document. Tenant shall also provide, at Landlord's request, any information on the proposed assignee or subtenant that Landlord may require to make a determination of the quality of such proposed assignee or subtenant. In the event of a permitted assignment or subletting, Tenant shall nevertheless at all times remain fully responsible and liable for the payment of rent and the performance and observance of all of Tenant's other obligations under the terms, conditions and covenants of this Lease or the right of occupancy hereunder except as may be effectuated by operation of law or otherwise without the prior written consent of Landlordprovided for herein. Any attempted No assignment or transfer by Tenant of this Lease or its interest herein or sublease subletting of the Leased Premises or any portion part thereof shall be binding upon Landlord unless such assignee or subtenant shall deliver to Landlord an instrument (in violation recordable form, if requested) containing an agreement of this Section 15 shall, at the option assumption of Landlord, constitute an Event all of Default Tenant's obligations under this Lease. Tenant agrees Upon the occurrence of a default hereunder, if all or any part of the Leased Premises are then assigned or sublet, Landlord, in addition to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer any other remedies provided by this Lease or to sublease by law, may, at its option, collect directly from the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee subtenant all rent becoming due to Landlord by reason of the assignment or sublessee to enable Landlord to make the determination called for above.
(b) The consent subletting. Any collection by Landlord to any assignment from the assignee or subletting subtenant shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any the further performance of its liabilities or obligations under this LeaseLease or the making of a new lease with such assignee or subtenant. Landlord’s consent to If Tenant shall make any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicablesublease, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to Landlord's consent, for a rental in excess of the rent payable under this Lease (including any applicable escalations), after deducting reasonable and customary expenses incurred by Tenant in all respectsconnection therewith and paying to Landlord reasonable and customary expenses incurred by Tenant in connection therewith and paying to Landlord reasonable and customary expenses incurred by it in connection therewith, Tenant shall retain fifty percent (50%) of such excess and shall pay the remaining fifty percent (50%) to any amendments, modifications, renewals, extensions or expansions hereofLandlord. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease andLandlord may, in the case reasonable exercise of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a subleaseits discretion, (A) Landlord is not, and will not become, a party refuse to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain give its consent to any proposed assignment from or subletting for any such Lender.
reason (dother than the creditworthiness of the proposed assignee or subtenant), including, but not limited to Landlord's determination that its interest in the Lease or the Leased Premises would be adversely affected by (i) Notwithstanding the foregoingbusiness reputation of the proposed assignee or subtenant, so long as Tenant is not in default under or (ii) the proposed use of the Leased Premises by, or business of, the proposed assignee or subtenant. If Landlord refuses to give its consent to any proposed assignment or subletting, Landlord may, at its option, within thirty (30) days after receiving notice of the proposal, terminate this Lease beyond any applicable notice and cure periodsin the case of a proposed assignment, or in the case of proposed subletting, terminate this Lease with respect to the portion of the Leased Premises proposed to be sublet, by giving Tenant shall have the right, without the consent of Landlord but upon thirty (30) days prior written notice to Landlordof such termination, and whereupon this Lease (in accordance with the other provisions case of this Section 15 as if consent were required, to assign this Leasea proposed assignment), or sublet the whole or part portion of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from Lease with respect to the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”)proposed area to be sublet, provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderterminate.
Appears in 1 contract
Sources: Lease Agreement (Ipayment Inc)
Assignment and Subletting. (a) Tenant shall not have the right to assign, transfersublease, mortgage transfer or otherwise encumber this Lease or sublease any interest therein or permit anyone to use grant any license, concession or occupy other right of occupancy of the Premises or any portion thereof, thereof or otherwise permit the use of the Premises or any portion thereof by any party other than Tenant (any of which events is hereinafter called an "assignment") without the ---------- prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, 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 Landlorddelayed. Any such attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of the terms and covenants of this Section 15 Paragraph shall, at the option Landlord's option, exercisable in Landlord's sole and absolute discretion, be void. Consent by Landlord to one or more assignments shall not operate as a waiver of Landlord, constitute an Event of Default under this Lease. Tenant agrees 's rights as to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for abovesubsequent assignments.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of If Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. requests Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to 's consent to an assignment, transferTenant shall submit to Landlord, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loanin writing, the consent of such Lender (if required by the terms name of the applicable loan documents) shall be requiredproposed assignee and the nature and character of the business of the proposed assignee, when applicablethe term, in use, rental rate and all other material terms and conditions of the same manner as and in addition proposed assignment, including, without limitation, evidence satisfactory to any consents by Landlord under that the terms of this Section 15proposed assignee is financially responsible. Landlord agrees to use diligent and good faith efforts to obtain shall either (i) consent to or refuse to consent to such assignment in writing (but no such consent to an assignment shall relieve Tenant or any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default guarantor of Tenant's obligations under this Lease beyond of any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Leaseliability hereunder), or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation negotiate directly with the proposed assignee and (in the event Landlord is able to reach agreement with such proposed assignee) upon execution of a lease with such assignee, terminate this Lease (in part or entity resulting from the merger or consolidation in whole, as appropriate) upon thirty (30) days' notice. The provision of Savvis with another corporation or entity or that acquires substantially all subparagraph (ii) shall expressly not apply to a sublease of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwisePremises. Notwithstanding the foregoing, in Tenant may, within ten (10) days after Landlord's notice to Tenant terminating this Lease with respect to the event assigned portion of the Premises, withdraw Tenant's request for Landlord's consent to any assignment, subletting, or other transfer assignment under this LeaseParagraph 13, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of in which ------------ event this Lease, the Guaranty Lease shall remain in full force and effecteffect with respect to the entire Premises. If Landlord should fail to notify Tenant in writing of its decision within a thirty (30) day period after the later of the date Landlord is notified in writing of the proposed assignment or the date Landlord has received all required information concerning the proposed assignee and the proposed assignment, Landlord shall be deemed to have consented to such assignment. In the event Landlord consents to any such assignment, the assignment shall be on a form reasonably acceptable to Landlord, and Savvis Communications Corporation Tenant shall remain bear all costs and expenses incurred by Landlord in connection with the Guarantor review and approval of such documentation (not to exceed $500.00 in any one instance).
(c) In addition to the rent hereunder, Tenant hereby covenants and agrees to pay to Landlord 50% of any Net Profits (as hereinafter defined) which it receives within ten (10) days following receipt thereof by Tenant. The term "Net Profits" as used herein shall mean such portion of the rent ----------- payable by such assignee or subtenant under the applicable assignment or sublease in excess of the rent payable by Tenant under this Lease (or pro rata portion thereof in the event of a subletting) for the corresponding period, after deducting from such excess rent the following: (i) all of Tenant's documented third party costs associated with such assignment or subletting, including, without limitation, broker commissions, architectural fees, engineers' fees and attorney fees; (ii) any documented costs incurred by Tenant to prepare or alter the Building, or portion thereof, for the assignee or sublessee; (iii) any documented design, construction or moving allowances, rental concessions or other documented out-of-pocket concession or cost incurred by Tenant. In the event of an assignment of this Lease whereby a lump sum consideration is received by Tenant for such assignment, the "Net Profits" shall mean the lump sum ----------- actually received by Tenant after deducting from such consideration Tenant's costs and expenses as set forth in subparagraphs (i) through (iii) ------------------------------- above. The provisions of this subparagraph (c) shall not apply to a ---------------- Permitted Assignment, as hereinafter defined. This covenant and assignment shall benefit Landlord and its successors in ownership of the Premises and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, successors and assigns. In addition to any other rights and remedies which Landlord may have hereunder, at law or in equity, in the event Tenant has failed to pay any rent due hereunder on or before five (5) days following the date on which it is due, Landlord shall have the right to contact any assignee and require that from that time forward all payments made pursuant to the assignment shall be made directly to the Landlord. Any assignee of Tenant's interest in this Lease (all such assignees being hereinafter referred to as "Successors"), by occupying the ---------- Premises and/or assuming Tenant's obligations hereunder, shall be deemed to have assumed liability to Landlord for all amounts paid to persons other than Landlord by such Successors in consideration of any such assignment in violation of the provisions hereof.
Appears in 1 contract
Assignment and Subletting. (a) Except as otherwise provided herein, Tenant shall not have the right to assignassign this Lease or any interest under this Lease, transfersublet these Premises, in whole or in part, mortgage or otherwise encumber provide any other security interest in its leasehold interest or place or suffer to be placed any other lien on the Premises or its leasehold interest, without the express written consent of the Landlord as provided in this Section 12. Any such assignment or subletting or granting of a security interest or lien in Tenant's leasehold interest shall not, in any way, affect or limit the liability of Tenant under the terms of this Lease. Any purported or attempted sublease or assignment of this Lease or granting of a security interest or lien in Tenant's leasehold interest without Landlord's consent shall be void. In the event that Tenant desires to assign or sublet this Lease or to grant a security interest in its leasehold interest, Tenant shall reimburse Landlord for Landlord's reasonable out-of-pocket expenses in reviewing all pertinent information relating to the proposed assignment or subletting or security interest, including, but not limited, Landlord's attorneys' fees; provided that the aggregate reimbursement for any requested consent to an assignment or sublease or permit anyone to use a security interest in Tenant's leasehold interest shall not exceed two thousand and 00/100 dollars ($2,000.00).
(b) If Tenant requests Landlord's consent to an assignment of this Lease or occupy to a subletting of all or a part of the Premises or to the granting of any portion thereofsecurity interest in Tenant's leasehold interest (as to each, the "Requested Assignment"), Tenant shall submit to Landlord, in writing, at least twenty (20) days in advance of the date on which Tenant desires to make the Requested Assignment, notice of the name of the proposed assignee or subtenant or security interest holder, as the case may be, under the Requested Assignment and the proposed commencement date of the Requested Assignment, together with copies of all agreements entered into or contemplated to be entered into regarding the Requested Assignment, and such information as Landlord may reasonably request regarding, as applicable, the nature and character of the business of the proposed assignee or subtenant or the nature and character of the security interest proposed to be granted with respect to Tenant's leasehold interest under the Requested Assignment. Landlord shall have the option (to be exercised within fifteen (15) days from Landlord's receipt of Tenant's submission of written request for consent to the Requested Assignment), (i) to consent to the Requested Assignment (in which event Tenant shall deliver to Landlord fully-executed legible, correct and complete copies of all agreements relating to the Requested Assignment); or (ii) to refuse to consent (based upon reasonable grounds) to the Requested Assignment. If Landlord should fail to notify Tenant in writing of such election within such fifteen (15) day period, Landlord shall be deemed to have elected option (i) above. Notwithstanding Landlord's consent to any Requested Assignment, no further or subsequent assignment or subletting or granting of a security interest in Tenant's leasehold interest shall be permitted unless Landlord consents in writing thereto as provided above.
(c) Notwithstanding the foregoing, Tenant shall have the right, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, 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. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises all or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a"Permitted Assignment") to any person or entity who (i) any corporation or entity which controls Savvis in whole or in parthas Control (as hereinafter defined) of Tenant; (ii) any corporation or is under Control by an entity resulting from which also has Control of Tenant; (iii) is under Control by Tenant; (iv) is the successor to Tenant by merger or consolidation consolidation; or (v) is the purchaser of Savvis with another corporation all or entity or that acquires substantially all of the assets or capital stock of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated)Tenant. As used in this Section 15; “control” "Control" shall mean the power to direct ownership of fifty percent (50%) or cause the direction more of the day subject entity's capital stock or other analogous ownership interest. Tenant shall provide Landlord with written notice of each Permitted Assignment, within ten (10) days from the date that such Permitted Assignment is to day management be effective, which written notice shall identify the name and policies address of the assignee or subtenant under said Permitted Assignment and the effective date of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderPermitted Assignment.
Appears in 1 contract
Sources: Lease (Cintech Solutions Inc)
Assignment and Subletting. (a) Tenant shall not have sublet the right to assign, transfer, mortgage or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Leased Premises or any portion thereofpart thereof or transfer possession or occupancy thereof to any person, firm or entity or transfer or assign all or any part of this lease, nor shall any assignment or subletting hereof be affected by operation of law or otherwise without the Landlord's prior written consent of Landlordconsent, which consent shall not be unreasonably withheld, conditioned . A sale or delayed by Landlord. Except as expressly permitted under Section 15(d) below, 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. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance other conveyance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; Tenant or (iii) any corporation or entity controlled of a sufficient amount of the ownership in whole or Tenant to constitute a change in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”)control, provided such transfer must be for a legitimate business purpose and not shall constitute an assignment for purposes of avoiding this section. If Tenant desires to sublet the performance Leased Premises or if Tenant desires to transfer or assign any of Savvis’ obligations hereunder its rights under this lease, Tenant shall give to the Landlord 30 days written notice of Tenant's intention to do so. In no event whatsoever, and without limiting Landlord's right to reasonably reject any proposed sublease or (b) enter into assignment, shall this lease be assigned in part or the Leased Premises subleased in part, without Landlord's prior written consent. If this lease is assigned or if the Leased Premises or any collocation part thereof are sublet or similar use agreement (however denominated). As used in occupied by anybody other than Tenant as permitted above, Landlord may, after default by Tenant, collect rent from the assignee, subtenant or occupant, and apply the net amount so collected to the Rent due from Tenant under this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of lease, but no such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, occupancy or other transfer collection shall be deemed a 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 further performance by Tenant of its covenants under this Lease, Savvis lease. Tenant shall remain fully liable for performance and compliance with all of its obligations under this lease unless otherwise agreed to in writing to the termscontrary by Landlord. Further any such assignee, conditions 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 provisions 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) 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 assigned at a rental rate higher than the Rent required to be paid by Tenant, 50% of the difference between the rental rate due from such subtenant or assignee and the Rent due under this Lease, 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 subletting or assignment. Landlord shall have the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderright to assign or otherwise transfer any or all of its rights under this lease without Tenant's approval.
Appears in 1 contract
Assignment and Subletting. (a) Tenant shall not have the right to directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, assign, transfersublet, mortgage or otherwise encumber all or any portion of its interest in this Lease or sublease in the Premises or permit anyone grant any license for any person other than Tenant or its employees to use or occupy the Premises or any portion thereof, part thereof without obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed by delayed. Any such attempted assignment, subletting, license, mortgage, other encumbrance or other use or occupancy without the consent of Landlord shall, at Landlord’s option, be null and void and of no effect. Except Any mortgage, or encumbrance of all or any portion of Tenant’s interest in this Lease or in the Premises and any grant of a license for any person other than Tenant or its employees to use or occupy the Premises or any part thereof shall be deemed to be an “assignment” of this Lease. In addition, as expressly permitted used in this Paragraph 11, the term “Tenant” shall also mean any entity that has guaranteed Tenant’s obligations under Section 15(dthis Lease, and the restrictions applicable to Tenant contained herein shall also be applicable to such guarantor.
(b) below, no No assignment or transfer subletting shall relieve Tenant of its obligation to pay the Rent and to perform all of the other obligations to be performed by Tenant hereunder. The acceptance of Rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or the right of occupancy hereunder may to be effectuated a consent to any subletting or assignment. Consent by operation of law Landlord to one subletting or otherwise without the prior written assignment shall not be deemed to constitute a consent of Landlordto any other or subsequent attempted subletting or assignment. Any attempted assignment or transfer by If Tenant of this Lease or its interest herein or sublease of the Premises or desires at any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention time to assign or transfer this Lease or to sublease sublet the Premises or any portion thereof, along with reasonably sufficient it shall first notify Landlord of its desire to do so and shall submit in writing to Landlord all pertinent information about relating to the proposed assignee or transferee or sublessee sublessee, all pertinent information relating to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any proposed assignment or subletting shall not be construed as a waiver or release of Tenant from any sublease, and all liability for such financial information as Landlord may reasonably request concerning the performance of all covenants Tenant and obligations to be performed by Tenant under this Lease, nor shall the collection proposed assignee or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Leasesubtenant. Landlord’s consent to any Any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be expressly subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If At any time within thirty (30) days after Landlord’s receipt of the information specified in Paragraph 11(b) above, Landlord may by written notice to Tenant elect to terminate this Lease is or shall be assigned by Landlord as to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms portion of the applicable loan documents) shall Premises so proposed to be requiredsubleased or assigned (which may include all of the Premises), when applicable, with a proportionate abatement in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such LenderRent payable hereunder.
(d) Notwithstanding Tenant acknowledges that it shall be reasonable for Landlord to withhold its consent to a proposed assignment or sublease in any of the foregoingfollowing instances:
(i) The assignee or sublessee is not, so long as Tenant in Landlord’s reasonable opinion, sufficiently creditworthy to perform the obligations such assignee or sublessee will have under this Lease;
(ii) The intended use of the Premises by the assignee or sublessee is not for general office use;
(iii) The intended use of the Premises by the assignee or sublessee would materially increase the pedestrian or vehicular traffic to the Premises or the Building;
(iv) Occupancy of the Premises by the assignee or sublessee would, in default the good faith judgment of Landlord, violate any agreement binding upon Landlord, the Building or the Project with regard to the identity of tenants, usage in the Building, or similar matters;
(v) The assignee or sublessee is then negotiating with Landlord or has negotiated with Landlord within the previous six (6) months, or is a current tenant or subtenant within the Building or Project;
(vi) The identity or business reputation of the assignee or sublessee will, in the good faith judgment of Landlord, tend to damage the goodwill or reputation of the Building or Project;
(vii) the proposed sublease would result in more than two subleases of portions of the Premises being in effect at any one time during the Lease Term;
(viii) the net effective rent payable by the assignee or sublessee (adjusted on a square foot of Rentable Area basis) is less than the net effective rent then being quoted by Landlord for new leases in the Building for comparable size space for a comparable period of time; or
(ix) In the case of a sublease, the subtenant has not acknowledged that the Lease controls over any inconsistent provision in the sublease.
(e) The foregoing criteria shall not exclude any other reasonable basis for Landlord to refuse its consent to such assignment or sublease. Notwithstanding any contrary provision of this Lease, if Tenant or any proposed assignee or sublessee claims that Landlord has unreasonably withheld its consent to a proposed assignment or sublease or otherwise has breached its obligations under this Paragraph 11, their sole remedy shall be to seek a declaratory judgment and/or injunctive relief without any monetary damages, and, with respect thereto, Tenant, on behalf of itself and, to the extent permitted by law, such proposed assignee/sublessee, hereby waives all other remedies against Landlord, including, without limitation, the right to seek monetary damages or to terminate this Lease.
(f) Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant’s obligations under this Lease beyond shall at all times during the Initial Term and any applicable notice subsequent renewals or extensions remain fully responsible and cure periodsliable for the payment of the rent and for compliance with all of Tenant’s other obligations under this Lease. If the Rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment, Tenant shall have plus any bonus or other consideration therefor or incident thereto) exceeds the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign Rent payable under this Lease, then Tenant shall be bound and obligated to pay Landlord, as additional rent hereunder, one-half of all such excess Rent and other excess consideration within ten (10) days following receipt thereof by Tenant.
(g) If this Lease is assigned or sublet the whole or part of if the Premises to: is subleased (a) (i) any corporation or entity which controls Savvis whether in whole or in part; (ii) any corporation ), or entity resulting from in the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all event of the assets mortgage or pledge of Savvis; Tenant’s leasehold interest, or (iii) grant of any corporation concession or entity controlled license within the Premises, or if the Premises are occupied in whole or in part by Savvis (each of (i)-(iii) hereinafter called anyone other than Tenant, then upon a “related entity”monetary or material non-monetary default by Tenant hereunder beyond applicable notice and cure periods Landlord may collect Rent from the assignee, sublessee, mortgagee, pledgee, concessionee or licensee or other occupant and, except to the extent set forth in the preceding Paragraph 11(f), provided apply the amount collected to the next Rent payable hereunder; and all such transfer must Rent collected by Tenant shall be held in deposit for Landlord and immediately forwarded to Landlord. No such transaction or collection of Rent or application thereof by Landlord, however, shall be deemed a legitimate business purpose waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunder.
(h) If Tenant effects an assignment or sublease or requests the consent of Landlord to any proposed assignment or sublease, then Tenant shall, upon demand, pay Landlord a non-refundable administrative fee of One Thousand Dollars ($1,000), plus any reasonable attorneys’ and not paralegal fees and costs incurred by Landlord in connection with such assignment or sublease or request for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated)consent. As used in this Section 15; “control” shall mean the power to direct or cause the direction Acceptance of the day One Thousand Dollar ($1,000) administrative fee and/or reimbursement of Landlord’s attorneys’ and paralegal fees shall in no event obligate Landlord to day management consent to any proposed assignment or sublease.
(i) Notwithstanding any provision of this Lease to the contrary, if this Lease is assigned to any person or entity pursuant to the provisions of the Bankruptcy Code, any and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, all monies or other transfer under this Leaseconsideration payable or otherwise to be delivered in connection with such assignment shall be paid or delivered to Landlord, Savvis shall be and remain liable for performance the exclusive property of Landlord and compliance with all shall not constitute the property of Tenant or Tenant’s estate within the meaning of the terms, conditions Bankruptcy Code. All such money and provisions other consideration not paid or delivered to Landlord shall be held in trust for the benefit of this Lease, the Guaranty Landlord and shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderbe promptly paid or delivered to Landlord.
Appears in 1 contract
Assignment and Subletting. (a) 18.1 Except as set forth in Section 18.8 below, Tenant shall not have the right to assign, transfer, mortgage or otherwise encumber this Lease or sublease or permit anyone to use or occupy the Premises or any portion thereofnot, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, beyond the express time periods provided for in this Article 18 (except that Landlord shall in no assignment or transfer event be obligated to consent to an encumbrance of this Lease or the right of occupancy hereunder may be effectuated any transfer by operation of law law): (a) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; or (b) permit the use of the Premises or any part thereof by any person other than Tenant and its employees. Any such transfer, sublease or use described in the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord shall, at Landlord’s option, be void and of no effect. Any attempted Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord may require as a condition to its consent to any assignment or transfer by Tenant of this Lease or its interest herein or sublease that the assignee execute an instrument in which such assignee assumes the remaining obligations of Tenant hereunder; provided that the acceptance of any assignment of this Lease by the applicable assignee shall automatically constitute the assumption by such assignee of all of the Premises remaining obligations of Tenant that accrue following such assignment. The voluntary or any portion thereof in violation other surrender of this Section 15 Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, constitute terminate all or any existing sublease or may, at the option of Landlord, operate as an assignment to Landlord of Tenant’s interest in any or all such subleases.
18.2 For purposes of this Lease, the term “Transfer” shall also include (i) if a Tenant is a partnership or limited liability company, the withdrawal or change, voluntary, involuntary or by operation of law, of fifty percent (50%) or more of the partners, members or managers thereof, or transfer of twenty-five percent (25%) or more of partnership or membership interests therein within a twelve (12) month period, or the dissolution of the partnership or the limited liability company without immediate reconstitution thereof, and (ii) if Tenant is a corporation whose stock is not publicly held and not traded through an exchange or over the counter or any other form of entity, (A) the dissolution, merger, consolidation or other reorganization of Tenant, the sale or other transfer of more than an aggregate of fifty percent (50%) of the voting shares or other interests of or in Tenant (other than to immediate family members by reason of gift or death), within a twelve (12) month period, or (B) the sale, mortgage, hypothecation or pledge of more than an aggregate of fifty percent (50%) of the value of the unencumbered assets of Tenant within a twelve (12) month period.
18.3 If Tenant desires the consent of Landlord to a Transfer, Tenant shall submit to Landlord, at least thirty (30) days prior to the proposed effective date of the Transfer, a written notice (the “Transfer Notice”) which includes (a) the name of the proposed sublessee or assignee, (b) the nature of the proposed sublessee’s or assignee’s business, (c) the terms and provisions of the proposed sublease or assignment, and (d) current financial statements and information on the proposed sublessee or assignee. Upon receipt of the Transfer Notice, Landlord may request additional information concerning the Transfer or the proposed sublessee or assignee (the “Additional Information”). Subject to Landlord’s rights under Section 18.6, Landlord shall not unreasonably withhold its consent to any assignment or sublease (excluding an encumbrance or transfer by operation of law), which consent or lack thereof shall be provided within thirty (30) days of receipt of Tenant’s Transfer Notice; provided, however, Tenant hereby agrees that it shall be a reasonable basis for Landlord to withhold its consent if Landlord has not received the Additional Information requested by Landlord. Without limiting any other reasonable basis for Landlord to withhold its consent to the proposed Transfer, Landlord and Tenant agree that for purposes of this Lease and any Applicable Law, Landlord shall not be deemed to have unreasonably withheld its consent if, in the judgment of Landlord: (i) the transferee is of a character or engaged in a business which is not in keeping with the standards or criteria used by Landlord in leasing the Project, or the general character or quality of the Project; (ii) the financial condition of the transferee is such that it may not be able to perform its obligations in connection with this Lease (or otherwise does not satisfy Landlord’s standards for financial standing with respect to tenants under direct leases of comparable economic scope); (iii) the transferee, or any person or entity which directly or indirectly controls, is controlled by, or is under common control with, the transferee, is a tenant of or negotiating for space in the Project occupies space in the Project or has negotiated with Landlord within the preceding ninety (90) days (or is currently negotiating with Landlord) to lease space in the Project and Landlord then has space available in the Building meeting the requirements of the Transferee with respect to size, location and term (provided, however, that existing tenants occupying space on the same floor as the part of the Premises proposed to be subleased, or an immediately adjacent floor, shall be excluded from the foregoing provision unless Landlord has other space then available for lease on such floor or a floor immediately adjoining a floor on which such existing tenant’s premises are located); (iv) the transferee has the power of eminent domain, is a governmental agency or an agency or subdivision of a foreign government; (v) an Event of Default by Tenant has occurred and is uncured at the time Tenant delivers the Transfer Notice to Landlord; (vi) in the judgment of Landlord, such a Transfer would violate any term, condition, covenant, or agreement of Landlord involving the Project or any other tenant’s lease within it or would give an occupant of the Project a right to cancel or modify its lease; (vii) [intentionally omitted]; (viii) in Landlord’s judgment, the use of the Premises by the proposed transferee would not be comparable to that of Tenant, would result in more density of occupants per square foot of the Premises over the density of Tenant’s use prior to the proposed Transfer, would increase the burden on elevators or other Building systems or equipment over the burden thereon prior to the proposed Transfer, would require increased services by Landlord or would require any alterations to the Project to comply with applicable laws; (ix) the transferee intends to use the space for purposes which are not permitted under this Lease. Tenant agrees to give Landlord at least twenty ; (20x) days’ advance written notice the terms of the proposed Transfer would allow the transferee (other than a Permitted Transferee who is an assignee of Tenant’s intention entire interest in this Lease) to assign exercise a right of renewal, right of expansion, right of first offer, or transfer other similar right held by Tenant (or will allow the transferee (other than a Permitted Transferee who is an assignee of Tenant’s entire interest in this Lease or Lease) to sublease occupy space leased by Tenant pursuant to any such right); (xi) the proposed Transfer would result in more than three subleases per each full floor of the Premises being in effect at any one time during the Term; or (xii) any ground lessor or mortgagee whose consent to such Transfer is required fails to consent thereto. Tenant hereby waives any right to terminate the Lease and/or recover damages as remedies for Landlord wrongfully withholding its consent to any Transfer and agrees that Tenant’s sole and exclusive remedy therefor shall be to seek specific performance of Landlord’s obligation to consent to such Transfer.
18.4 Landlord and Tenant agree that, in the event of any approved assignment or subletting, the rights of any such assignee or sublessee of Tenant herein shall be subject to all of the terms, conditions, and provisions of this Lease, including, without limitation, restriction on use, assignment, and subletting and the covenant to pay Rent. During any period in which an Event of Default exists and remains uncured, Landlord may collect the rent owing by the assignee or sublessee directly from such assignee or sublessee and apply the amount so collected to the Rent herein reserved. No such consent to or recognition of any such assignment or subletting shall constitute a release of Tenant or any portion thereofguarantor of Tenant’s performance hereunder from further performance by Tenant or such guarantor of covenants undertaken to be performed by Tenant herein. Tenant and any such guarantor shall remain liable and responsible for all Rent and other obligations herein imposed upon Tenant, along and Landlord may condition its consent to any Transfer upon the receipt of a written reaffirmation from each such guarantor in a form acceptable to Landlord (which shall not be construed to imply that the occurrence of a Transfer without such a reaffirmation would operate to release any guarantor). Consent by Landlord to a particular assignment, sublease, or other transaction shall not be deemed a consent to any other or subsequent transaction. In any case where Tenant desires to assign, sublease or enter into any related or similar transaction, whether or not Landlord consents to such assignment, sublease, or other transaction, Tenant shall pay any reasonable attorneys’ fees incurred by Landlord in connection with reasonably sufficient information about such assignment, sublease or other transaction, including, without limitation, fees incurred in reviewing documents relating to, or evidencing, said assignment, sublease, or other transaction; provided that those costs shall not exceed $2,500.00 with respect to any single Transfer so long as Tenant and the proposed assignee transferee execute Landlord’s standard form of consent document without negotiation. All documents utilized by Tenant to evidence any subletting or transferee assignment for which Landlord’s consent has been requested and is required hereunder, shall be subject to prior approval (not to be unreasonably withheld, conditioned or sublessee delayed) by Landlord or its attorney.
18.5 Tenant shall be bound and obligated to enable pay Landlord a portion of any sums or economic consideration payable to make Tenant by any sublessee, assignee, licensee, or other transferee, within ten (10) days following receipt thereof by Tenant from such sublessee, assignee, licensee, or other transferee, as the determination called case might be, as follows:
(a) In the case of an assignment, fifty percent (50%) of any sums or other economic consideration received by Tenant as a result of such assignment shall be paid to Landlord , after first deducting reasonable costs incurred by Tenant in connection with the Transfer for abovethe following: (i) broker fees, (ii) legal fees incurred in connection with the negotiation and documentation of the Transfer, (iii) accounting fees incurred in connection with the negotiation and documentation of the Transfer, (iv) costs of tenant improvements constructed by Tenant (with Landlord’s prior consent) in connection with the Transfer (without reimbursement out of any allowance provided by Landlord), (v) reasonable tenant improvement allowances granted by Tenant (without reimbursement out of any allowance provided by Landlord), and (vi) reasonable rent abatements or concessions granted by Tenant (collective, the “Transaction Costs”). Economic consideration, however, shall exclude any consideration received by Tenant pursuant to a sale, merger or consolidation of Tenant with another entity.
(b) The consent In the case of a subletting, fifty percent (50%) of any sums or economic consideration received by Tenant as a result of such subletting shall be paid to Landlord after first deducting (i) the Rent due hereunder prorated to reflect only Rent allocable to the sublet portion of the Premises, (ii) the Transaction Costs amortized over the term of the Sublease.
(c) Tenant shall provide Landlord with a detailed statement setting forth any sums or economic consideration Tenant either has or will derive from such Transfer, the deductions permitted under (a) and (b) of this Section 18.5, and the calculation of the amounts due Landlord under this Section 18.5. In addition, Landlord or its representative shall have the right at all reasonable times to audit the books and records of Tenant with respect to the calculation of the Transfer profits. If such inspection reveals that the amount paid to Landlord was incorrect, then within ten (10) days of Tenant’s receipt of the results of such audit, Tenant shall pay Landlord the deficiency and the cost of Landlord’s audit.
18.6 If this Lease is assigned to any assignment person or subletting shall not be construed as a waiver entity pursuant to the provisions of the Bankruptcy Code, 11 U.S.C. Section 101 et seq. or release of Tenant from any successor or substitute therefor (the “Bankruptcy Code”), any and all liability monies or other consideration payable or otherwise to be delivered in connection with such 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 such monies or other consideration not paid or delivered to Landlord shall be held in trust for the performance benefit of Landlord and shall be promptly paid or delivered to Landlord. Any person or entity to whom this Lease is so assigned shall be deemed, without further act or deed, to have assumed all covenants and of the remaining obligations to be performed by Tenant arising under this LeaseLease as of the date of such assignment. Any such assignee shall, nor upon demand therefor, execute and deliver to Landlord an instrument confirming such assumption.
18.7 Landlord shall have the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, following option with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease andor a Triggering Sublease (as defined below) proposed by Tenant:
(a) Notwithstanding any other provision of this Article, Landlord has the option, by written notice to Tenant (the “Recapture Notice”) within thirty (30) days after receiving any Transfer Notice to recapture the space covered by the proposed sublease or the entire Premises in the case of an assignment such assignee is bound (the “Subject Space”) by the terms and conditions of terminating this Lease and assumes all of for the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any Subject Space or taking an assignment or a sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.the
Appears in 1 contract
Sources: Lease Agreement (Veritone, Inc.)
Assignment and Subletting. (a) Tenant shall not have the right to assign, transfer, mortgage or otherwise encumber this Lease nor sublet the whole or sublease or permit anyone to use or occupy any part of the Premises or any portion thereof, without the prior first obtaining Landlord's written consent of Landlordconsent, which consent shall require that such subtenant or assignee consent to be bound by all of the terms and conditions of this Lease, but which consent shall not otherwise be unreasonably withheld, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, 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. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any No such assignment or subletting shall not be construed as a waiver or release relieve Tenant of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection Lease regardless of whether such liability arises by or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Leasethrough Tenant. Landlord’s consent to any assignment Assignment or subletting shall not be construed operate as relieving Tenant from a waiver of the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect necessity for a written consent to any subsequent assignment or subletting. Any , and the terms of such sublease or assignment consent shall be subject binding upon any person holding by, under or through Tenant. Landlord may, at its election, collect rent directly from such assignee or subtenant. In the event Tenant should desire to assign this Lease or sublet the Premises or any part hereof, Tenant shall give Landlord written notice at least sixty (60) days in advance of the date on which Tenant desires to make such assignment or sublease, which notice shall specify, (a) the name and subordinate business of the proposed assignee or sublessee, (b) the amount and location of the space affect, (c) the proposed effective date and duration of the subletting or assignment, and (d) the proposed rental to be paid to Tenant by such sublessee or assignee. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects either (1) to terminate this Lease as to the space so affected as of the date so specified by Tenant and reclaim that portion of the Premises, (2) to permit Tenant to assign or sublet such space, in which event if the proposed rental rate between Tenant and sublessee is greater than the rental rate of this Lease, then such excess rental to be deemed additional rent owed by Tenant to Landlord under this Lease, and the amount of such excess, including any subsequent increases due to escalation or otherwise, to be paid by Tenant to Landlord in the same manner the Tenant pays the rental hereunder and in addition thereto, or (3) to withhold consent to Tenant's assignment or subleasing such space and to continue this Lease in all respects, full force and effect as to any amendments, modifications, renewals, extensions or expansions hereofthe entire Premises. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as If Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 corporation, then any transfer of this Lease andby merger, consolidation or liquidation, or any change in the case ownership of, or power to vote, the majority or controlling interest of its outstanding voting stock, shall not constitute an assignment such assignee or the purpose of this Section. If Tenant is bound a partnership, then any dissolution, liquidation, merger, or consolidation of the partnership, or any change in ownership of a majority of the partnership interests, whether directly or indirectly, or any change of control of the partnership or of any general partner, shall not constitute an assignment for purposes of this Section. Upon the exercise by Landlord of the option of termination of this Lease as to the space requested to be subleased, Tenant shall surrender that portion of the Premises to be reclaimed, and the Agreed Floor Area of the Premises and rent pursuant to Sections 1 (b) and 1 (d) above shall be reduced proportionately. All other terms and conditions of this Lease shall otherwise remain in force and assumes all effect. If the portion of the obligations Premises to be sublet is inaccessible from any public hallway in the Building, Landlord may reclaim a comparable area of similar size elsewhere in the Premises that is accessible from such hallways and liabilities of require Tenant hereunder thereafter arising. In the case of a subleaseto occupy such inaccessible area, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or provided that Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed required to mean occupy any area that is not accessible from and contiguous to the remainder of the Premises. Landlord has approved may make any plans alterations, modifications or specifications for renovations improvements to the Premises intended by such assignee or sublessee and that it deems necessary for the reclaiming of any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms portion of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such LenderPremises.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunder.
Appears in 1 contract
Assignment and Subletting. (a) The Tenant shall agrees not have the right to assign, transfer, or mortgage or otherwise encumber this Lease or sublease any right or permit anyone to use interest therein, or occupy sublet the Leased Premises or any portion part thereof, 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 be unreasonably withheld, conditioned as a guarantor or delayed by Landlord. Except surety) to the same extent as expressly permitted under Section 15(d) below, though no assignment or transfer of this Lease or the right of occupancy hereunder may be effectuated sublease had been made. Consent by operation of law or otherwise without the prior written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute landlord to an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance written notice of Tenant’s intention to assign or transfer this Lease or to sublease the Premises or any portion thereof, along with reasonably sufficient information about the proposed assignee or transferee or sublessee to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or subletting shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that be consent to any additional assignment or subletting. Each such successive act shall require similar consent of Landlord. Landlord has approved shall be reimbursed by Tenant for any plans costs or specifications expenses incurred as a result of Tenant's request for renovations consent to the Premises intended by such assignee or sublessee and that any such work to assignment or subletting. In the Premises must be conducted in accordance with event Tenant subleases the terms of this Lease. The foregoing shall not be construed as limiting Leased Premises, or waiving Landlord’s rightany portion thereof, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If assigns this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, with the consent of the Landlord at an annual Base Rental exceeding that stated herein, such Lender excess shall be paid by Tenant to Landlord as additional rental hereunder within ten (10) days after receipt by Tenant. Upon the occurrence of an "event of default" as defined below, if required by the terms all or any part of the applicable loan documents) shall be requiredLeased Premises are then assigned or sublet, when applicableLandlord may, in the same manner as and in addition to any consents other remedies provided by this Lease or provided by law, collect directly from the assignee or subtenant all rents due to Tenant. Landlord shall have a security interest in all properties on the Leased Premises to secure payment of such sums. Any collection directly by Landlord under from the terms assignee or subtenant shall not be construed, however, to constitute a novation or release of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment Tenant from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default further performance of its obligations under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in it is expressly agreed that if this Lease is assigned to any person or entity pursuant to the event provisions of the Bankruptcy Code, 11 U.S.C. ss. 101 et esp. (The "Bankruptcy Code"), any assignment, subletting, and all monies or other transfer considerations payable or otherwise to be delivered in connection with such assignment shall be paid or delivered to Landlord, shall be and remain the exclusive property of Landlord and shall not constitute property of Tenants 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, Savvis Lease is assigned pursuant to the provisions of the Bankruptcy Code shall remain liable for performance and compliance with be deemed without further act or deed to have assumed all of the terms, conditions obligations arising under this Lease on and provisions after the date of this Lease, the Guaranty such assignment. Any such assignee shall remain in full force upon demand execute and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderdeliver to Landlord an instrument confirming such assumption.
Appears in 1 contract
Sources: Commercial Lease Agreement (Graham Field Health Products Inc)
Assignment and Subletting. (a) A. Tenant shall agrees not have the right to assign, transfersublet, license, mortgage or otherwise encumber this Lease or sublease or permit anyone to use or occupy Agreement, the Premises Premises, or any portion part thereof, whether by voluntary act, operation of law, or otherwise, without the specific prior written consent of Landlord in each instance. If Tenant is a corporation or a partnership, transfer of a controlling interest of Tenant shall be considered an assignment of this Lease Agreement for purposes of this Article. Notwithstanding anything herein to the contrary, Tenant may, without the consent of Landlord, (i) assign this Lease Agreement or sublet all or any part of the Premises to an Affiliate of Tenant or (ii) assign this Lease Agreement to a person or entity (an “Acquiring Entity”) which consent acquires all, or substantially all of the assets of Tenant by purchase of capital stock or other ownership interest, purchase of assets, consolidation, merger or otherwise, provided that as demonstrated by Tenant, said Acquiring Entity has at the time of said assignment a tangible net worth at least as great as the tangible net worth of Tenant at the time of said assignment. As used herein, an “Affiliate” of Tenant shall be deemed to be any entity which either controls, is controlled by or is under common control with Tenant, with “control” meaning the power to direct the management and policies, directly or indirectly, through the ownership of voting securities. Consent by Landlord in one such instance shall not be unreasonably withhelda waiver of Landlord’s rights under this Article as to requiring consent for any subsequent instance. In the event Tenant desires to sublet a part or all of the Premises, conditioned or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no assignment or transfer of assign this Lease Agreement, including to an Affiliate or the right Acquiring Entity of occupancy hereunder may be effectuated by operation of law or otherwise without the prior Tenant, Tenant shall give written consent of Landlord. Any attempted assignment or transfer by Tenant of this Lease or its interest herein or sublease of the Premises or any portion thereof in violation of this Section 15 shall, at the option of Landlord, constitute an Event of Default under this Lease. Tenant agrees notice to give Landlord at least twenty thirty (2030) days’ advance written days prior to the proposed subletting or assignment, which notice shall state the name of the proposed subtenant or assignee, the terms of any sublease or assignment documents and if proposed to a person or entity other than an Affiliate of Tenant, copies of financial reports or other relevant financial information of the proposed subtenant or assignee. At Landlord’s intention option and with the exception of an assignment or subletting to assign an Affiliate of Tenant or transfer this Lease or an assignment to sublease the Premises or an Acquiring Entity of Tenant, any portion thereof, along with reasonably sufficient information about and all payments by the proposed assignee or transferee or sublessee subtenant with respect to enable Landlord to make the determination called for above.
(b) The consent by Landlord to any assignment or sublease shall be paid directly to Landlord, it being further agreed by the parties that notwithstanding any other provision of this Article 15 to the contrary, any “profit” from the assignment of this Lease Agreement or a subletting of the Premises shall not be construed as a waiver shared equally between Landlord and Tenant. In any event no subletting or assignment, including to an Affiliate or Acquiring Entity of Tenant, shall release Tenant of Tenant from any its obligation to pay the rent and to perform all liability for the performance of all covenants and other obligations to be performed by Tenant under hereunder for the Term of this Lease, nor shall the collection or Lease Agreement. The acceptance of rent by Landlord from any assignee, transferee or subtenant constitute other person shall not be deemed to be a waiver or release by Landlord of Tenant from any of its liabilities or obligations under this Leaseprovision hereof. At Landlord’s consent to any option and with the exception of an assignment or subletting shall not be construed as relieving to an Affiliate of Tenant from the obligation of complying with the provisions of Section 15(a) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignee is bound by the terms and conditions of this Lease and assumes all of the obligations and liabilities of Tenant hereunder thereafter arising. In the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee. Landlord’s consent to any assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignmentAcquiring Entity of Tenant, transfer, mortgage or other encumbrance Landlord may terminate the Lease Agreement in lieu of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain giving its consent to any proposed assignment from any such Lenderof this Lease Agreement (which termination may be contingent upon the execution of a new lease with the proposed assignee).
(d) Notwithstanding B. Landlord’s right to assign this Lease Agreement is and shall remain unqualified upon any sale or transfer of the foregoingBuilding and, so long as Tenant is not in default providing the purchaser succeeds to the interests of Landlord under this Lease beyond any applicable notice and cure periodsAgreement, Tenant Landlord shall have the right, without the consent thereupon be entirely freed of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part all obligations of the Premises to: (a) (i) Landlord hereunder and shall not be subject to any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity liability resulting from the merger any act or consolidation of Savvis with another corporation omission or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided event occurring after such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions of this Lease, the Guaranty shall remain in full force and effect, and Savvis Communications Corporation shall remain the Guarantor hereunderconveyance.
Appears in 1 contract
Sources: Standard Office Lease Agreement (Analysts International Corp)
Assignment and Subletting. (a) Tenant shall not have the right Not to assign, transfer, mortgage or otherwise encumber pledge this Lease or to sublease (which term shall be deemed to include the granting of concessions and licenses and the like) all or permit anyone to use or occupy any part of the Premises or any portion thereof, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned suffer or delayed by Landlord. Except as expressly permitted under Section 15(d) below, no assignment or transfer of permit this Lease or the right of occupancy hereunder may leasehold estate hereby created or any other rights arising under this Lease to be effectuated assigned, transferred or encumbered, in whole or in part, whether voluntarily, involuntarily or by operation of law law, or otherwise permit the occupancy of the Premises by anyone other than Tenant without the prior written consent of Landlord. Any attempted assignment or transfer by In the event Tenant of desires to assign this Lease or its interest herein sublet any portion or sublease all of the Premises, other than a sublease or assignment for which Landlord’s consent is not required as hereinafter provided, Tenant shall notify Landlord in writing of Tenant’s intent to so assign this Lease or sublet the Premises and the proposed effective date of such subletting or any portion thereof assignment, and shall request in violation such notification that Landlord consent thereto. In such a case, Landlord may, by written notice to Tenant within fifteen (15) business days after receipt of Tenant’s notice, terminate this Section 15 shallLease in the case of a proposed assignment, at or suspend this Lease pro tanto for the option period and with respect to the space involved in the case of a proposed subletting (other than a sublease or assignment for which Landlord’s consent is not required, constitute an Event of Default under this Lease. Tenant agrees to give Landlord at least twenty (20) days’ advance as hereinafter provided), by giving written notice of termination or suspension to Tenant’s , with such termination or suspension to be effective as of the effective date of such assignment or subletting. If Landlord does so terminate, Tenant may withdraw its notice of intention to assign sublease or transfer this Lease assign, which shall have the effect of voiding such termination. If Landlord does not so terminate or suspend, Landlord’s consent shall not be unreasonably withheld to an assignment or to sublease a subletting, provided that the following conditions are met:
(i) the assignee or subtenant shall use the Premises or any portion thereofonly for the Permitted Uses;
(ii) with respect to a subletting, along with reasonably sufficient information about that after such subletting the initial Tenant named herein occupies at least fifty (50%) percent of the Rentable Floor Area of the Premises;
(iii) the proposed assignee or transferee subtenant has a net worth and creditworthiness reasonably acceptable to Landlord (it being agreed that if a proposed assignee or sublessee subtenant has a net worth equal to enable Landlord or greater than $25,000,000.00, such net worth shall be acceptable to make the determination called for above.Landlord);
(biv) the amount of the aggregate rent to be paid by any proposed subtenant of space on the first or second floor portions of the Premises is not less than seventy five percent (75%) of the current market rate for such portions of the Premises; and
(v) the proposed assignee or subtenant is not then a tenant in the Building, or an entity with which Landlord is dealing or has dealt within the preceding six months regarding the possibility of leasing space, provided in either case that Landlord has other available space in the Building that will meet the applicable requirement. The provisions of the preceding paragraph shall not apply to, and Landlord’s prior consent by Landlord to any assignment or subletting shall not be construed as required for, (i) transfers with an entity into or with which Tenant is merged or consolidated or (ii) transfers with an entity to which all of Tenant’s stock or all or substantially all of Tenant’s assets are transferred or (iii) transfers to any entity (a waiver “Related Entity”) which controls, is controlled by, or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant is under this Leasecommon control with Tenant, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from provided that in any of its liabilities such events (A) such entity or obligations under this Lease. Landlord’s consent successor to Tenant (specifically excluding a Related Entity) has a net worth computed in accordance with generally accepted accounting principles at least equal to $25,000,000.00, (B) proof reasonably satisfactory to Landlord of such net worth shall have been delivered to Landlord within at least ten (10) days of the effective date of any assignment or subletting shall not be construed as relieving Tenant from the obligation of complying such transaction (except in connection with the provisions of Section 15(aa transfer to a Related Entity), (C) above, as applicable, with respect to any subsequent assignment or subletting. Any such sublease or assignment shall be subject and subordinate to this Lease in all respects, and to any amendments, modifications, renewals, extensions or expansions hereof. Savvis Asset Holdings, Inc. (“Savvis”) shall remain primarily liable as Tenant hereunder and Savvis Communications Corporation shall remain the Guarantor hereunder. Any such assignee or sublessee shall conduct a business in the Premises which is a permitted use pursuant to Section 4 of this Lease and, in the case of an assignment such assignment, the assignee is bound agrees directly with Landlord, by the terms and conditions of this Lease and assumes written instrument in form reasonably satisfactory to Landlord, to perform all of the obligations and liabilities of Tenant hereunder thereafter arising. In Tenant; (D) in the case of a sublease, the sublessee agrees, in a written sublease instrument in form reasonably satisfactory to Landlord, to abide by all of the terms and covenants of this Lease (A) Landlord is notexcepting for payment of rent, and will with regard to all other covenants only to the extent such covenants apply to the portion of the Premises being sublet) and the sublessee occupies the Premises for the Permitted Uses and no other use; and (E) nothing shall impair the continuing primary liability of Tenant hereunder. Tenant shall furnish Landlord with any information reasonably requested by Landlord to enable Landlord to determine whether the proposed assignment or subletting complies with the foregoing requirements, including without limitation, financial statements relating to the proposed assignee or subtenant. Tenant agrees that it shall not becomeadvertise for subletting any space on the third floor portion of the Premises at an aggregate rental rate that is less than 75% of the current market rate for such portion of the Premises. Tenant shall, as Additional Rent, reimburse Landlord promptly for Landlord’s reasonable legal expenses incurred in connection with any request by Tenant for such consent. If Landlord consents thereto, no such subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder, and no consent to any subletting or assignment in a party particular instance shall be deemed to such be a waiver of the obligation to obtain the Landlord’s written approval in the case of any other subletting or assignment. If for any assignment or sublease consented to by Landlord hereunder 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 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 after deduction for reasonable marketing expenses of Tenant in connection with the assignment or sublease, to pay to Landlord as Additional Rent fifty (B50%) Landlord’s consent percent of the excess of each such payment of rent or other consideration received by Tenant promptly after its receipt.
2.1. The provisions of the immediately preceding sentence shall not apply to any such sublease does changes in controlling interests occurring during such times that Tenant has a net worth equal to or greater than $25,000,000.00. This paragraph shall not create apply if the Tenant is a contractual relationship between Landlord corporation and such sublessee, nor does it create any liability of Landlord to such sublesseethe outstanding voting stock thereof is listed on a recognized securities exchange. Landlord’s consent With respect to any assignment or sublease does not affect subletting during the obligations of Landlord or Tenant under this Lease, and Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. The foregoing shall not be construed as limiting or waiving Landlord’s right, under this Section 15, to consent to an assignment, transfer, mortgage or other encumbrance of this Lease.
(c) If this Lease is or shall be assigned by Landlord to any Lender as additional security for such mortgage loan, the consent of such Lender (if required by the terms of the applicable loan documents) shall be required, when applicable, in the same manner as and in addition to any consents by Landlord under the terms of this Section 15. Landlord agrees to use diligent and good faith efforts to obtain consent to any proposed assignment from any such Lender.
(d) Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the right, without the consent of Landlord but upon prior written notice to Landlord, and in accordance with the other provisions of this Section 15 as if consent were required, to assign this Lease, or sublet the whole or part of the Premises to: (a) (i) any corporation or entity which controls Savvis in whole or in part; (ii) any corporation or entity resulting from the merger or consolidation of Savvis with another corporation or entity or that acquires substantially all of the assets of Savvis; or (iii) any corporation or entity controlled in whole or in part by Savvis (each of (i)-(iii) hereinafter called a “related entity”), provided such transfer must be for a legitimate business purpose and not for purposes of avoiding the performance of Savvis’ obligations hereunder or (b) enter into any collocation or similar use agreement (however denominated). As used in this Section 15; “control” shall mean the power to direct or cause the direction of the day to day management and policies of such corporation, whether through the ownership of voting securities, by contract, by interlocking boards of directors, or otherwise. Notwithstanding the foregoing, in the event of any assignment, subletting, or other transfer under this Lease, Savvis shall remain liable for performance and compliance with all of the terms, conditions and provisions original term of this Lease, such assignment shall not include the Guaranty shall remain in full force and effectright granted to Tenant under Section 2.3 hereinabove to extend the term, and Savvis Communications Corporation such sublease shall remain be for a term expiring no later than the Guarantor hereunderExpiration Date.
Appears in 1 contract