Common use of Assignment or Subletting by Tenant Clause in Contracts

Assignment or Subletting by Tenant. Tenant shall not assign this lease or any interest herein, or sublet the leased premises or any part thereof or any right or privilege appurtenant thereto, or allow any person other than Tenant and its agents, employees, patients and medical staff to occupy or use the premises or any part thereof without Landlord's written consent (and the consent of any mortgagee of the premises). This section shall not prohibit assignment to affiliated entities of Tenant so long as the assignee complies with subdivisions (a) and (e) of this section. Any unauthorized assignment or sublease shall be voidable and shall constitute a breach of this lease at Landlord's option. Landlord and any mortgagee shall not unreasonably withhold its consent to assignment or subletting of this lease. The Landlord (and any mortgagee) may withhold its consent if any of the following facts do not exist: (a) Assignee or sublessee agrees in writing to be bound by all terms, conditions and obligations under this lease and the Agreement between the parties of even date herewith. (b) In landlord's reasonable opinion the proposed assignee or sublessee has assets sufficient to operate the premises and to meet the obligations of Tenant. (c) Assignee or sublessee has both the reputation and the experience in rendering long term care similar to Tenant's reputation and experience. (d) Assignee's or sublessee's proposed use is permitted by the use provision of this lease. (e) The proposed assignee or sublessee promptly obtains licensure approval after the assignment or sublease and in any event in accordance with applicable Kentucky statutes and regulations. (f) Any other reasonable factor as determined by Landlord or Landlord's mortgagee. In the event Landlord or a mortgagee refuses to grant such consent and if Tenant wishes to contest Landlord's or mortgagee's decision, then Tenant's sole remedy shall be for injunctive relief and not for any form of damages or costs. It shall not be unreasonable to withhold said consent if Tenant is in default of this lease at such time. Any such assignment or sublease shall be subject to the terms of this lease and Tenant and guarantors shall remain primarily liable to Landlord for the full performance of duties and obligations under this lease.

Assignment or Subletting by Tenant. Except as hereinafter provided, Tenant shall not assign assign, transfer, pledge, hypothecate or encumber this lease Lease or any interest herein, or sublet the leased premises Demised Premises or any part thereof or any right or privilege appurtenant thereto, or allow any person other than Tenant and its agents, managers, concessionaires, licensees, employees, residents, patients and medical staff to occupy or use the premises Demised Premises or any part thereof without Landlord's prior written consent, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Landlord's consent shall not be required for, and this Section 10.1 shall not prohibit, (and i) an assignment to a corporate parent, affiliate or subsidiary of Tenant, or any joint venture, partnership or other entity, provided such assignee is either Integrated Living Communities, Inc. ("ILCI") or is "controlled" directly or indirectly by ILCI (the consent term "control" as used herein shall be deemed to mean ownership of any mortgagee at least 50% of the premisesoutstanding voting stock of a corporation, or other majority equity and voting interest if not a corporation). This section shall not prohibit ; (ii) an assignment to affiliated entities in connection with the sale of Tenant so long as the assignee complies with subdivisions ten percent (a10%) or more of ILCI's assets and (eiii) of this sectionan assignment in connection with a merger or consolidation. Any unauthorized assignment or sublease shall be voidable and shall constitute a breach of this lease Lease at Landlord's option. Landlord and any mortgagee shall not unreasonably withhold its consent to No assignment or subletting of this lease. The Lease shall be binding on Landlord (and any mortgagee) may withhold its consent if any of the following facts do not exist: until (a) Assignee or sublessee agrees in writing a duplicate original of such assignment, duly executed by the assignor shall be delivered to be bound by all termsLandlord, conditions and obligations under this lease and the Agreement between the parties of even date herewith. (b) In landlordthe assignee shall execute and deliver to Landlord an instrument in and by which the assignee shall assume and agree to perform, from and after the effective date of the assignment, all of the terms, covenants and conditions of this Lease on Tenant's part to be performed. At least thirty (30) days prior to the effectiveness of any assignment as to which Landlord's consent is required, Tenant shall deliver to Landlord a package of relevant information concerning the assignee. For purposes of this Lease, any sale or transfer of a controlling interest in Tenant shall be deemed an assignment of this Lease. No assignment, sale, transfer, pledge, hypothecation or encumbrance shall relieve Tenant of any obligation contained in this Lease. Tenant shall pay all of Landlord's reasonable opinion the proposed assignee costs and expenses (not in excess of $2,500), including reasonable attorney's fees, incurred in connection with any assignment, sale, transfer, pledge, hypothecation, encumbrance or sublessee has assets sufficient to operate the premises and to meet the obligations of Tenant. (c) Assignee or sublessee has both the reputation and the experience in rendering long term care similar to Tenant's reputation and experience. (d) Assignee's or sublessee's proposed use is permitted by the use provision of this lease. (e) The proposed assignee or sublessee promptly obtains licensure approval after the assignment or sublease and in any event in accordance with applicable Kentucky statutes and regulations. (f) Any other reasonable factor as determined by Landlord or sublease, for which Landlord's mortgagee. In the event Landlord or a mortgagee refuses to grant such consent and if Tenant wishes to contest Landlord's or mortgagee's decision, then Tenant's sole remedy shall be for injunctive relief and not for any form of damages or costs. It shall not be unreasonable to withhold said consent if Tenant is in default of this lease at such time. Any such assignment or sublease shall be subject to the terms of this lease and Tenant and guarantors shall remain primarily liable to Landlord for the full performance of duties and obligations under this leaserequired.

Assignment or Subletting by Tenant. Tenant shall agrees to use and occupy the Leased Property throughout the entire term hereof for the Permitted Uses and for no other purposes, in the manner and to substantially the extent now intended, and not to transfer or assign this lease or any interest herein, Lease or sublet the leased premises said Leased Property, or any part thereof thereof, whether by voluntary act, operation of law, merger or any right or privilege appurtenant theretootherwise, without obtaining the prior consent of Landlord in each instance. If Tenant is a partnership, or allow a non-publicly traded corporation, transfers of a total of 25% or more of the ownership interest of Tenant shall be deemed an assignment of this Lease. Tenant shall seek such consent of Landlord by a written request therefor, setting forth such information as Landlord may deem necessary. Landlord agrees not to withhold consent unreasonably. Consent by Landlord to any person other than Tenant and its agents, employees, patients and medical staff assignment of this Lease or to occupy or use any subletting of the premises or any part thereof without Leased Property shall not be a waiver of Landlord's written consent (and right under this Article as to any further assignment or subletting. No such assignment or subleasing shall relieve the consent Tenant from any of Tenant's obligations in this Lease contained, nor shall any mortgagee of the premises). This section shall not prohibit assignment to affiliated entities of Tenant so long as the assignee complies with subdivisions (a) and (e) of this section. Any unauthorized assignment or sublease or other transfer of this Lease be effective unless the assignee, subtenant or transferee shall at the time of such assignment, sublease or transfer, assume in writing for the benefit of Landlord, its successors or assigns, all of the terms, covenants and conditions of this Lease thereafter to be voidable performed by Tenant and shall constitute a breach of this lease at Landlord's option. Landlord and any mortgagee shall not unreasonably withhold its consent to assignment or subletting of this lease. The Landlord (and any mortgagee) may withhold its consent if any of the following facts do not exist: (a) Assignee or sublessee agrees agree in writing to be bound by all terms, conditions and obligations under this lease and the Agreement between the parties of even date herewith. (b) In landlord's reasonable opinion the proposed assignee or sublessee has assets sufficient to operate the premises and to meet the obligations of Tenant. (c) Assignee or sublessee has both the reputation and the experience in rendering long term care similar to Tenant's reputation and experience. (d) Assignee's or sublessee's proposed use is permitted by the use provision of this lease. (e) The proposed assignee or sublessee promptly obtains licensure approval after the assignment or thereby. Should Tenant sublease and in any event in accordance with applicable Kentucky statutes and regulations. (f) Any other reasonable factor as determined by Landlord or Landlord's mortgagee. In the event Landlord or a mortgagee refuses to grant such consent and if Tenant wishes to contest Landlord's or mortgagee's decision, then Tenant's sole remedy shall be for injunctive relief and not for any form of damages or costs. It shall not be unreasonable to withhold said consent if Tenant is in default of this lease at such time. Any such assignment or sublease shall be subject to the terms of this lease Lease, all rental received by Tenant in excess of the per square foot rental rate which is being paid by Tenant shall be forwarded to and Tenant belong to Landlord, which increase shall be in addition to the Base Rent and guarantors shall remain primarily liable to Additional Rent due Landlord for the full performance of duties and obligations under this leaseLease.