Assignment; Sublease Sample Clauses

Assignment; Sublease. Except as otherwise expressly provided herein, Tenant covenants and agrees that it shall not assign, mortgage, pledge, hypothecate or otherwise transfer this Lease and/or Tenant's interest in this Lease or sublet (which term, without limitation, shall include granting of concessions, licenses or the like) the whole or any part of the Premises without first obtaining Landlord's prior written consent, which consent will be governed by the terms and provisions of Section 5.6.2 below if Landlord does not exercise its rights under Section 5.6.1.1 below. Any assignment, mortgage, pledge, hypothecation, transfer or subletting not expressly permitted in or consented to by Landlord under Sections 5.6.1-5.6.7 shall be void, ab initio; shall be of no force and effect; and shall confer no rights on or in favor of third parties. In addition, Landlord shall be entitled to seek specific performance of or other equitable relief with respect to the provisions hereof.
Assignment; Sublease. Tenant may not assign or encumber this Lease or its interest in the Premises arising under this Lease, and may not sublet any part or all of the Premises without first obtaining the written consent of Landlord, which consent may not be unreasonably withheld, conditioned or delayed by Landlord. Any assignment or sublease to which Landlord may consent (one consent not being any basis that Landlord should grant any further consent) shall not relieve Tenant of any or all of its obligations hereunder. For the purpose of this Section 8, the word "assignment" shall be defined and deemed to include the following: (i) if Tenant is a partnership, the withdrawal or change, whether voluntary, involuntary or by operation of law, of partners owning thirty percent (30%) or more of the partnership, or the dissolution of the partnership; (ii) if Tenant consists of more than one person, an assignment, whether voluntary, involuntary, or by operation of law, by one person to one of the other persons that is a Tenant; (iii) if Tenant is a corporation, any dissolution or reorganization of Tenant, or the sale or other transfer of a controlling percentage (hereafter defined) of capital stock of Tenant other than to an affiliate or subsidiary or the sale of fifty-one percent (51%) in value of the assets of Tenant; (iv) if Tenant is a limited liability company, the change of members whose interest in the company is fifty percent (50%) or more. The phrase "controlling percentage" means the ownership of, and the right to vote, stock possessing at least fifty-one percent (51%) of the total combined voting power of all classes of Tenant's capital stock issued, outstanding and entitled to vote for the election of directors, or such lesser percentage as is required to provide actual control over the affairs of the corporation. Acceptance of Rent by Landlord after any non-permitted assignment shall not constitute approval thereof by Landlord. Notwithstanding the foregoing provisions of this Section 8, Tenant may assign or sublease part or all of the Premises without Landlord's consent to: (i) any corporation or partnership that controls, is controlled by, or is under common control with, Tenant; or (ii) any corporation resulting from the merger or consolidation with Tenant or to any entity that acquires all of Tenant's assets as a going concern of the business that is being conducted on the Premises, as long as the assignee or sublessee is a bona fide entity and assumes the obligations of...
Assignment; Sublease. 19.1 Lessor may sell, assign or otherwise transfer all or any part of its right, title and interest in and to the Equipment and/or this Lease Agreement to a third-party assignee, subject to the terms and conditions of this Lease Agreement including, but not limited to, the right to the quiet enjoyment of the Equipment by Lessee as set forth in Section 7.1 above. Such assignee shall assume all of the rights and obligations of Lessor under this Lease Agreement and shall relieve Lessor therefrom. Thereafter, all references to Lessor herein shall mean such assignee. Notwithstanding any such sale, assignment or transfer, the obligations hereunder shall remain absolute and unconditional as set forth in Section 7.2 above.
Assignment; Sublease. Except as otherwise expressly provided herein, Tenant covenants and agrees that it shall not assign, mortgage, pledge, hypothecate or otherwise transfer this Lease and/or Tenant’s interest in this Lease or sublet (which term, without limitation, shall include granting of concessions, licenses or the like) the whole or any part of the Premises. If and so long as Tenant is a corporation with fewer than five hundred (500) shareholders or a limited liability company or a partnership, an assignment, within the meaning of this Section 5.7, shall be deemed to include one or more sales or transfers of stock or membership or partnership interests, by operation of law or otherwise, or the issuance of new stock or membership or partnership interests, by which an aggregate of more than fifty percent (50%) of Tenant’s stock or membership or partnership interests shall be vested in a party or parties who are not stockholders or members or partners as of the date hereof (a “Majority Interest Transfer”). Notwithstanding anything contained herein to the contrary, for the purposes of this Section 5.7, “shareholders” shall not include any holder of a direct or indirect interest in a publicly traded company whose shares are listed and traded on a United States national stock exchange. For the purpose of this Section 5.7, ownership of stock or membership or partnership interests shall be determined in accordance with the principles set forth in Section 544 of the Internal Revenue Code of 1986, as amended from time to time, or the corresponding provisions of any subsequent law. In addition, the following shall be deemed an assignment within the meaning of this Section 5.7: (a) the merger or consolidation of Tenant into or with any other entity, or the sale of all or substantially all of its assets, and (b) the establishment by the Tenant or a permitted successor or assignee of one or more series of (1) members, managers, limited liability company interests or assets, which may have separate rights, powers or duties with respect to specified property or obligations of the Tenant (or such successor or assignee) or profits or losses associated with specified property or obligations of the Tenant (or such successor or assignee), pursuant to §18-215 of the Delaware Limited Liability Company Act, as amended, or similar laws of other states or otherwise, or (2) limited partners, general partners, partnership interests or assets, which may have separate rights, powers or duties with re...
Assignment; Sublease. (a) Tenant shall not assign, pledge, mortgage or otherwise transfer or encumber the Premises or this Lease, or sublease any part or all of the Premises or this Lease, or grant concessions or licenses to conduct operations on the Premises, in every case without Landlord’s and Prime Landlord’s prior written consent, which consent may be withheld by Landlord in Landlord’s reasonable discretion and which consent may be withheld by Prime Landlord to the extent permitted by the Prime Lease. Tenant shall not permit any transfer of its interest in the Premises or this Lease by operation of law, including as result of corporate reorganization, consolidation or merger and further including assignments and subleases of its interest in the Premises or this Lease to its parent corporation or entity, subsidiaries or subsidiaries of its parent corporation or entity. Notwithstanding Landlord’s and/or Prime Landlord’s consent to any of the foregoing, Tenant shall remain primarily liable to Landlord for the payment of rental then due and thereafter to become due and the performance of all other obligations of Tenant hereunder for the balance of the term hereof. Tenant agrees, that upon making any permitted assignment or subletting under this Lease, Tenant shall promptly furnish Landlord with an executed counterpart of the instrument of assignment or subletting. As a condition of any assignment or subletting, the assignee or subtenant shall agree in writing satisfactory to Prime Landlord, Landlord and their counsel, to assume, to be bound by, and to perform the obligations of this Lease to be performed by Tenant which relate to the space being assigned to or subleased. Landlord’s and/or Prime Landlord’s consent to any of the foregoing shall not release or waive the prohibition against them thereafter or constitute a consent to any other assignment, pledge, mortgage, encumbrance, transfer or sublease. If this Lease be assigned or transferred, or if the Premises or any part thereof be subleased or occupied by anybody other than Tenant, whether with or without Landlord’s and/or Prime Landlord’s consent, Landlord may collect from the assignee, sublessee or occupant, any rental or other charges payable by Tenant under this Lease, and apply the amount collected to the rental and other charges herein reserved, but such collection by Landlord shall not be deemed an acceptance of the assignee, sublessee or occupant as a tenant, nor a consent to such assignment or sublease or occupanc...
Assignment; Sublease. This agreement shall be binding upon LESSOR and LESSEE, their respective successors and assigns. This lease may not be assigned, subleased or otherwise transferred in whole or in part without the prior written permission of LESSOR, provided, however, that such consent shall not be necessary in the event of a transfer of the lease resulting from a corporate merger, consolidation or change of name of LESSEE.
Assignment; Sublease. (a) Tenant shall not assign, mortgage, pledge or otherwise transfer this Lease or make any sublease of the Premises, or permit occupancy of any part thereof by anyone other than Tenant (any such act being referred to herein as a “Transfer” and the other party with whom Tenant undertakes such act being referred to herein as a “Transferee”) without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed, subject to the other provisions of this Section 6.3. Any Transfer or attempted Transfer not in compliance with all of the terms and conditions set forth in this Section 6.3 shall be void, and shall be a default under this Lease.
Assignment; Sublease. Subtenant shall not have the right to assign this Sublease, or to license or sublet any Subleased Premises, or any part thereof.
Assignment; Sublease. Sublessee shall not, without prior consent of Sublessor, which consent shall not be unreasonably withheld, assign, mortgage, pledge or otherwise transfer this Sublease or make any sublease, or permit occupancy of the Premises or any part thereof by anyone other than Sublessee; any assignment or sublease made without such consent shall be void; as additional rent, Sublessee shall reimburse Sublessor promptly for reasonable legal and other expense incurred by Sublessor in connection with any request by Sublessee for consent to assignment or subletting; no assignment or subletting shall affect the continuing primary liability of Sublessee (which, following assignment, shall be joint and several with the assignee); and no consent to any of the foregoing in a specific instance shall operate as a waiver in any subsequent instance. Notwithstanding anything in this paragraph to the contrary, provided that ten (10) days' prior notice is given to Sublessor (unless due to the confidential nature of the transaction prior notice cannot be lawfully given in which event notice shall be given as soon as Sublessee may be permitted to do so), the prior approval of the Sublessor and the Prime Lessor shall not be required for the assignment (a "Permitted Assignment") of this Sublease to any corporation or business entity into or with which the Sublessee is merged or consolidated or to which substantially all of the Sublessee's assets or corporate stock are transferred provided that in any such event (i) following any such transfer Sublessee has (or in the case of a merger or consolidation, the successor to Sublessee has) a creditworthiness at least as satisfactory to Sublessor (in its sole discretion) as the creditworthiness of Sublessee both as of the date hereof and the date immediately prior to such transfer and (ii) the successor agrees directly with Sublessor by written instrument in form satisfactory to Sublessor, to be bound by all the obligations of Sublessee hereunder, including without limitation, the covenant against further assignment and subletting. Sublessor agrees to respect the confidential nature of any information delivered to it pursuant to this paragraph. In the event that Sublessee requests the right to undertake an assignment or sublease (other than a Permitted Assignment), Sublessor shall have the right to terminate this Sublease in the event of an assignment (or to recapture the portion of the Premises proposed to be sublet in the event of a sublease) ...
Assignment; Sublease. A. The provisions of this Lease Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. Except as otherwise set forth in this Lease Agreement (including, but not limited to, Section 39), Lessee shall not assign this Lease Agreement or transfer any interest in same without the prior written consent of the Mayor of the City, provided, however, that Lessee may, without such written consent, from time to time, one or more times, sublease or grant rights to third parties to use all or parts of the Leased Premises for the purposes for which the Leased Premises are hereby let, specifically as detailed in Section 1 of this Lease Agreement. The Mayor of the City may withhold consent to an assignment or sublease for any or no reason, if such withholding of consent is deemed in the best interest of the City. No assignment or sublease approved by City or shall in any way release Lessee from its obligations hereunder.