ASSIGNMENT, SUBLETTING AND MORTGAGING. 11.1 Neither Tenant, nor Tenant's successors or assigns, shall (unless expressly permitted to do so) assign, mortgage, pledge or encumber this Lease, in whole or in part, or sublet the Demised Premises, in whole or in part, or permit the same or any portion thereof to be used or occupied by others, without the prior consent in writing and approval of credit by Landlord in each instance which consent shall not be unreasonably withheld, conditioned or delayed. If this Lease be so assigned or transferred, or if all or any part of the Demised Premises be sublet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, transferee, subtenant or occupant, and apply the net amount collected to the rent reserved herein, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any agreement, term, covenant or condition of this Lease, or the acceptance of the assignee, transferee, subtenant or occupant as tenant, or a release of Tenant from the performance or further performance by Tenant of the terms, covenants and conditions of this Lease, and Tenant shall continue to be liable under this Lease. The consent by Landlord to an assignment, mortgage, pledge, encumbrance, transfer, management contract or subletting shall not be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment, mortgage, pledge, encumbrance, transfer, management contract or subletting. Landlord shall have the right to reasonably withhold its consent to an assignment or subletting, mortgage, pledge or other encumbrance. Notwithstanding anything to the contrary herein contained, an assignment of this Lease shall include, without limitation the following: (a) if Tenant shall be a corporation and fifty percent (50%) or more of its voting stock or all or substantially all its assets shall be sold, mortgaged, assigned, pledged, encumbered or otherwise transferred (other than as collateral security for a bona fide loan to a bona fide lender) (and whether in one (1) single transaction or in more than one (1) successive transaction); or (b) if Tenant shall be a partnership, limited liability company, joint venture, syndicate or other group and all or any portion of the interest of any partner, member or other equity holder shall be sold or otherwise transferred (however this provision shall not, as to a corporation or other entity whose stock or other equity interests are publicly traded on a recognized stock exchange, be applicable to sales of stock or other equity interests on such stock exchange). Notwithstanding the forgoing, Tenant may sublease or assign all or a portion of the Premises to an affiliate, parent, subsidiary or operating division of Tenant, or to any entity acquiring all or substantially all of the Tenant’s assets or stock without Landlord’s approval. Tenant shall give Landlord notice of said sublease or assignment. 11.2 Any approved subtenant will be required to have the same financial capacity of that of the Tenant or otherwise be satisfactory to Landlord. 11.3 If Tenant shall desire to assign this Lease or sublet all or a portion of the Premises, Tenant shall submit to Landlord a written request for Landlord's consent to such assignment or subletting, which request shall include the following information: (a) the name and address of the proposed assignee or subtenant; (b) in the case of a proposed subletting, a description identifying the space to be sublet and the term of such subletting; (c) the nature and character of the business of the proposed assignee or subtenant; (d) in the case of a proposed assignment, a current financial statement of the proposed subtenant or assignee; and (e) the proposed assignment or sublease. 11.4 Tenant, within twenty (20) days of its receipt of Landlord's request therefor, shall reimburse Landlord for all reasonable out-of-pocket costs incurred by Landlord in considering whether or not to consent, including reasonable attorney's fees and disbursements and the reasonable costs of making investigations regarding the proposed subtenant or assignee. In the event Landlord grants its consent, but before the subtenant or assignee shall take possession, Tenant shall deliver to Landlord a fully-executed counterpart of the sublease or instrument of assignment. 11.5 If Tenant shall sublease any portion of the Premises or assign this Lease, Tenant shall pay to Landlord fifty percent (50%) of any consideration received by Tenant (net of reasonable costs incurred by Tenant to effect any such assignment or sublet, such as advertising, brokerage, legal and construction expenses) from the subtenant or assignee, as the case may be, to the extent such consideration exceeds the Basic Annual Rent and Additional Rent payable hereunder. 11.6 Notwithstanding any assignment of this Lease or subletting of all or any part of the Demised Premises, whether made with or without Landlord's consent, the Tenant originally named herein, and each successor Tenant, shall be and remain jointly and severally liable for all obligations of Tenant hereunder.
Appears in 2 contracts
Sources: Lease Agreement (Biolife Solutions Inc), Lease Agreement (Biolife Solutions Inc)
ASSIGNMENT, SUBLETTING AND MORTGAGING. 11.1 Neither Tenant, nor Tenant's successors or assigns, 19.1 Subtenant shall (unless expressly permitted to do so) not assign, mortgagesell, pledge transfer (whether by operation or law or otherwise), pledge, mortgage or otherwise encumber this Lease, Sublease or any portion of its interest in whole or in part, or sublet the Demised Premises, in whole or in part, or permit the same or any portion thereof to be used or occupied by others, without the prior consent in writing and approval of credit by Landlord in each instance which consent shall not be unreasonably withheld, conditioned or delayed. If this Lease be so assigned or transferred, or if all or any part of the Demised Premises be nor sublet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, transferee, subtenant or occupant, and apply the net amount collected to the rent reserved herein, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any agreement, term, covenant or condition of this Lease, or the acceptance of the assignee, transferee, subtenant or occupant as tenant, or a release of Tenant from the performance or further performance by Tenant of the terms, covenants and conditions of this Lease, and Tenant shall continue to be liable under this Lease. The consent by Landlord to an assignment, mortgage, pledge, encumbrance, transfer, management contract or subletting shall not be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment, mortgage, pledge, encumbrance, transfer, management contract or subletting. Landlord shall have the right to reasonably withhold its consent to an assignment or subletting, mortgage, pledge or other encumbrance. Notwithstanding anything to the contrary herein contained, an assignment of this Lease shall include, without limitation the following: (a) if Tenant shall be a corporation and fifty percent (50%) or more of its voting stock or all or substantially all its assets shall be sold, mortgaged, assigned, pledged, encumbered or otherwise transferred (other than as collateral security for a bona fide loan to a bona fide lender) (and whether in one (1) single transaction or in more than one (1) successive transaction); or (b) if Tenant shall be a partnership, limited liability company, joint venture, syndicate or other group and all or any portion of the interest of Demised Premises or permit any partner, member other person or other equity holder shall be sold entity to use or otherwise transferred (however this provision shall not, as to a corporation or other entity whose stock or other equity interests are publicly traded on a recognized stock exchange, be applicable to sales of stock or other equity interests on such stock exchange). Notwithstanding the forgoing, Tenant may sublease or assign occupy all or a any portion of the Premises to an affiliateDemised Premises, parentwithout the prior written consent of Sublandlord and Prime Landlord. Upon the request of Subtenant, subsidiary or operating division of TenantSublandlord, or to any entity acquiring all or substantially all at Subtenant's sole cost and expense, shall request the consent of the Tenant’s assets or stock without Landlord’s approval. Tenant shall give Prime Landlord notice of said sublease or assignmentand cooperate with Subtenant in obtaining any consent.
11.2 Any approved subtenant will be required to 19.2 Notwithstanding the above, Subtenant shall have the same financial capacity of that of the Tenant or otherwise be satisfactory to Landlord.
11.3 If Tenant shall desire right to assign this Lease sublease in its entirety or to sublease all or any portion of the Demised Premises without the consent of Sublandlord to: (i) a successor to all of Subtenant's businesses if such succession takes place by merger or consolidation, reorganization, active legislation or other, or (ii) any affiliate or subsidiary of Subtenant ("Permitted Transferee").
19.3 If Subtenant desires at any time to assign this Sublease, or sublet all or a any portion of the Demised Premises, Tenant (except with respect to transfers permitted pursuant to Section 19.2 above) Subtenant shall comply with the following terms and conditions:
19.3.1 Subtenant shall first notify Sublandlord at least sixty (60) days prior to the proposed effective date of the assignment or sublease, in writing, of its desire to do so and shall submit in writing to Landlord a written request for Landlord's consent to such assignment or subletting, which request shall include the following information: (a1) the name and address of the proposed assignee or subtenant; (b) in the case of a proposed subletting, a description identifying the space to be sublet and the term of such subletting; (c) the nature and character of the business of the proposed assignee or subtenant; (d) in the case of a proposed assignment, a current financial statement of the proposed subtenant or assignee; , (2) the nature of the proposed subtenant's or assignee's business to be carried on in the Demised Premises, (3) the terms and conditions of the proposed sublease or assignment, and (e4) financial statements for the two most recent completed fiscal years of the proposed assignment Subtenant or sublease.
11.4 Tenantassignee, within twenty (20) days of its receipt of Landlord's and a bank reference. Thereafter, Subtenant shall furnish such supplemental information as Sublandlord may reasonably request therefor, shall reimburse Landlord for all reasonable out-of-pocket costs incurred by Landlord in considering whether or not to consent, including reasonable attorney's fees and disbursements and the reasonable costs of making investigations regarding concerning the proposed subtenant Subtenant or assignee. In At any time within fifteen (15) days after Sublandlord's receipt of the event Landlord grants its consentinformation specified above, but before Sublandlord may by written notice to Subtenant elect to (1) consent to the subtenant sublease or assignee shall take possessionassignment, Tenant shall deliver to Landlord a fully-executed counterpart or (2) disapprove of the sublease or instrument assignment, said consent not to be unreasonably withheld or delayed. If Sublandlord consents to the sublease or assignment within the fifteen (15) day period, Subtenant may thereafter enter into such assignment or sublease of the Demised Premises, or a portion thereof, upon the terms and conditions and as of the effective date set forth in the information furnished by Subtenant to Sublandlord, provided that nothing herein shall detract from Subtenant's requirement to obtain Prime Landlord's consent to any sublease or assignment.
11.5 If Tenant 19.3.2 Notwithstanding Sublandlord having granted its consent to any assignment or subleasing, prior to the effective date of any assignment or commencement date of any sublease, Sublandlord shall sublease any portion be furnished with a copy of the fully executed sublease or assignment of the sublease agreement.
19.3.3 No sublease of the Demised Premises or assign portion thereof, or assignment of this Leasesublease, Tenant shall be for a period of less than one (1) year nor shall any sublease extend beyond the expiration date of the term of this sublease.
19.3.4 Notwithstanding any other provision of this Sublease, Subtenant may not enter into any sublease, license, concession or other agreement for use, occupancy or utilization of space in the Demised Premises which provides for a rental or other payment for such use, occupancy or utilization based in whole or in part on the net income or profits derived by any person from the property leased, occupied or utilized, or which would require the payment of any consideration which would not fall within the definition of "rents from real property" as that term is defined in Section 856(d) of the Internal Revenue Code of 1986, as amended.
19.4 Subtenant shall pay to Landlord Sublandlord as additional rent, within five (5) business days following the due dates of such sums (after subtracting therefrom the expenses of subletting including advertising, brokerage commission, legal fees and alteration expenses) Fifty percent (50%) of the amount by which (a) the rent payable by such assignee, sublessee or sublessees to Subtenant, throughout the term exceeds the rent otherwise payable by Subtenant to Sublandlord under this sublease; plus (b) fifty percent (50%) of any all other consideration received payable for the assignment or sublease of this Sublease for the area assigned or sublet, computed on the basis of an average rent per rentable square foot of area assigned or sublet. The foregoing is a freely negotiated arrangement between Sublandlord and Subtenant, respecting the allocation of appreciated rentals. This covenant shall survive the expiration of the term of this sublease.
19.5 Any notice by Tenant Subtenant to Sublandlord pursuant to this Section 19 of a proposed assignment or subletting, shall be accompanied by payment of Five Hundred Dollars (net $500.00) as a non-refundable fee for Sublandlord's time and the processing of Subtenant's request for Sublandlord's consent. In addition to said fee, Subtenant shall reimburse Sublandlord for reasonable costs attorneys' fees incurred by Tenant Sublandlord in connection with such review and the preparation of documents in connection therewith.
19.6 Each permitted assignee, transferee or sublessee other than Sublandlord shall assume and be deemed to effect any have assumed this sublease and shall remain liable jointly and severally with Subtenant for the payment of the rent and for the due performance or satisfaction of all of the provisions, covenants, conditions and agreements herein contained on Subtenant's part to be performed or satisfied. No permitted assignment or sublease shall be binding on Sublandlord unless such assignee, sublessee or Subtenant shall deliver to Sublandlord a counterpart of such assignment or subletsublease which contains a covenant of assumption by the assignee or sublessee, but the failure or refusal of the assignee or sublessee to execute such as advertisinginstrument of assumption shall not release or discharge the assignee or sublessee from its liability set forth above.
19.7 If this Sublease be assigned, brokerageor if the Demised Premises of any part thereof be sublet (whether or not Sublandlord, legal and construction expenses) Prime Landlord shall have consented thereto), Sublandlord, after default by Subtenant in its obligations hereunder, may collect rent from the assignee or subtenant and apply the amount collected to the Rental herein reserved, but no such assignment or assigneesubletting shall be deemed the acceptance of the assignee or subtenant as a tenant, as or a release of Subtenant from the case may befurther performance and observance by Subtenant of the covenants, obligations and agreements on the part of Subtenant to be performed or observed herein. The consent by Sublandlord and Prime Landlord to an assignment, sale, pledge, transfer, mortgage or subletting shall not in any way be construed to relieve Subtenant from obtaining the express consent in writing, to the extent such consideration exceeds required by this Sublease or the Basic Annual Rent Prime Lease or Prime Sublease, of Sublandlord and Additional Rent payable hereunderPrime Landlord and Landlord to any further assignment, sale, pledge, transfer, mortgage or subletting.
11.6 Notwithstanding 19.8 If Subtenant is a partnership, the admission of new Partners (hereinafter defined), the retirement, death, withdrawal, incompetency or bankruptcy of any Partner, or the reallocation of partnership interests among the Partners shall not constitute an assignment of this Lease Sublease requiring the prior consent of Sublandlord. The reorganization of Subtenant into a professional corporation if Subtenant is a partnership, or subletting the reorganization of all Subtenant from a professional corporation into a partnership, shall not constitute an assignment of this Sublease requiring the prior consent of Sublandlord, provided that (i) immediately following such reorganization the Partners of Subtenant shall be not less than ninety percent (90%) of those Partners existing immediately prior to such reorganization and (ii) any Partner of Subtenant immediately prior to-such reorganization who is not a Partner of Subtenant immediately after such reorganization shall be released from liability under this Sublease only to the extent permitted by and in accordance with the provisions of Section 19.2 hereof. Any such reorganization either at one time or over a twelve (12) month period shall be considered the same reorganization. If Subtenant shall become a professional corporation, each individual shareholder in Subtenant and each attorney-employee of a professional corporation which is a shareholder in Subtenant shall have the same personal liability as such individual or attorney-employee would have under this Sublease if Subtenant were a partnership and such individual or attorney-employee were a Partner of Subtenant. Upon the request of Sublandlord, each such individual or attorney-employee shall execute an agreement confirming such personal liability. A "Partner" shall be any partner of Subtenant or any part attorney-employee of the Demised Premises, whether made with or without Landlord's consent, the Tenant originally named herein, a professional corporation which is a partner of Subtenant and each successor Tenant, any shareholder of Subtenant if Subtenant shall be and remain jointly and severally liable for all obligations of Tenant hereunderbecome a professional corporation.
Appears in 2 contracts
Sources: Sublease Agreement (Premier Research Worldwide LTD), Sublease Agreement (Eresearchtechnology Inc)
ASSIGNMENT, SUBLETTING AND MORTGAGING. 11.1 Neither Tenant8.01. Tenant shall not, nor Tenant's successors whether voluntarily, involuntarily, or assignsby operation of law or otherwise (a) assign or otherwise transfer this Lease, shall (unless expressly permitted or offer or advertise to do so, (b) assignsublet the Premises or any part thereof, or offer or advertise to do so, or allow the same to be used, occupied or utilized by anyone other than Tenant, or (c) mortgage, pledge pledge, encumber or encumber otherwise hypothecate this Lease, in whole Lease or in part, or sublet the Demised Premises, in whole or in part, or permit the same Premises or any portion part thereof to be used or occupied by othersin any manner whatsoever, without in each instance obtaining the prior consent in writing and approval of credit by Landlord in each instance (which consent shall not be unreasonably withheld, conditioned or delayed) and all Superior Mortgagees, if required. No consent of Landlord shall be required for any assignment or subletting to any subsidiary, affiliate or related company of Tenant with a similar net worth to Tenant and for the same use as provided for herein. In the event at any time Landlord's consent is required hereunder and it is determined that such consent was unreasonably withheld, Landlord shall not be liable for consequential or punitive damages, Tenant's sole remedy to be to obtain an order requiring Landlord's consent to such assignment or subletting.
8.02. If and so long as Tenant is a corporation, a limited liability company, or a partnership, the following shall be deemed to be an assignment of this Lease under Section 8.01 prohibited by said Section unless Tenant obtains the prior consent of Landlord and all Superior Mortgagees: one or more sales or transfers of stock, limited liability company interests, or partnership interests, voluntarily, involuntarily, by operation of law or otherwise, or the issuance of new stock, limited liability company interests or partnership interests, by which an aggregate of more than 50% of Tenant's stock or limited liability company interests or partnership interests shall be vested in a party or parties who are not stockholders, members or partners as of the date hereof. This Section shall not apply to transactions with a corporation, limited liability company or partnership into or with which Tenant is merged or consolidated or to which substantially all of Tenant's assets are transferred or to any corporation, limited liability company or partnership which controls or is controlled by Tenant or is under common control with Tenant if (a) the successor to Tenant has a tangible net worth computed in accordance with generally accepted accounting principles at least equal to the greater of (i) the tangible net worth of Tenant immediately prior to such merger, consolidation or transfer, or (ii) the tangible net worth on the date of this Lease of the original Tenant herein named, and (b) proof satisfactory to Landlord of such tangible net worth is delivered to Landlord at least 10 days prior to the effective date of any such transaction. The provisions of this Section shall not apply to any corporation all the outstanding voting stock of which is listed on a national securities exchange (as defined in the Securities Exchange Act of 1934, as amended) or is traded in the over-the-counter market with quotations reported by the National Association of Securities Dealers through its automated system for reporting quotations.
8.03. If this Lease be so assigned is assigned, whether or transferrednot in violation of the provisions of this Lease, or if all Landlord may collect rent from the assignee. If the Premises or any part of the Demised Premises be thereof are sublet or used or occupied by anybody other than Tenant, whether or not in violation of this Lease, Landlord may may, after default by Tenant, and expiration of Tenant's time to cure such default, collect rent from the assignee, transferee, subtenant or occupant. In either event, and Landlord may apply the net amount collected to the rent reserved hereinFixed Rent and Additional Charges herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any agreement, term, covenant or condition of this Leasethe provisions of Section 8.01, or the acceptance of the assignee, transferee, subtenant or occupant as tenant, or a release of Tenant from the performance or further performance by Tenant of the terms, covenants and conditions of this Lease, and Tenant shall continue to be liable Tenant's obligations under this Lease. The consent by Landlord and any Superior Mortgagee to an assignment, mortgagemortgaging, pledge, encumbrance, transfer, management contract subletting or subletting use or occupancy by others shall not in any way be construed considered to relieve Tenant from obtaining the express consent of Landlord and all Superior Mortgagees to any other or further assignment, mortgaging, subletting or use or occupancy by others not expressly permitted by this Article. References in writing this Lease to use or occupancy by others (that is, anyone other than Tenant) shall not be construed as limited to subtenants and those claiming under or through subtenants but as including also licensees and others claiming under or through Tenant, immediately or remotely.
8.04. Any assignment or transfer, whether made with Landlord's and all Superior Mortgagees' consent pursuant to Section 8.01 or without the requirement of Landlord's and all Superior Mortgagees' consent pursuant to Section 8.02, shall be made only if, and shall not be effective until, the assignee shall execute, acknowledge and deliver to Landlord an agreement in form and substance reasonably satisfactory to Landlord and all Superior Mortgagees whereby the assignee shall assume the obligations of this Lease on the part of Tenant to be performed or observed and whereby the assignee shall agree that the provisions in Section 8.01 shall, notwithstanding such assignment or transfer, continue to be binding upon it in respect of all future assignments and transfers. Notwithstanding any assignment or transfer, whether or not in violation of the provisions of this Lease, and notwithstanding the acceptance of the Fixed Rent or Additional Charges by Landlord from an assignee, transferee, or any other party, the original named Tenant shall remain fully liable for the payment of the Fixed Rent and Additional Charges and for the other obligations of this Lease on the part of Tenant to be performed or observed.
8.05. The liability of Tenant and any immediate or remote successor in interest of Tenant and the due performance of the obligations of this Lease on Tenant's part to be performed or observed shall not be discharged, released or impaired in any respect by any agreement or stipulation made by Landlord with the then Tenant extending the time of, or modifying any of the obligations of, this Lease, or by any waiver or failure of Landlord to enforce any of the obligations of this Lease.
8.06. Neither the listing of any name other than that of Tenant, whether on the door of the Premises or on any directory, or otherwise, nor the acceptance by Landlord of any check not drawn by Tenant in payment of Fixed Rent or Additional Charges, shall operate to vest any right or interest in this Lease or in the Premises, nor shall it be deemed to be the consent of Landlord to any further assignment, mortgage, pledge, encumbrance, transfer, management contract or subletting. Landlord shall have the right to reasonably withhold its consent to an assignment or subletting, mortgage, pledge transfer of this Lease or other encumbranceto any sublease of the Premises or to the use or occupancy thereof by others.
8.07. Notwithstanding anything Except as specifically provided to the contrary herein containedin this Article 8, an assignment of this Lease shall include, without limitation the following: (a) if Tenant shall be a corporation and fifty percent (50%) at any time or more of its voting stock or all or substantially all its assets shall be sold, mortgaged, assigned, pledged, encumbered or otherwise transferred (other than as collateral security for a bona fide loan to a bona fide lender) (and whether in one (1) single transaction or in more than one (1) successive transaction); or (b) if Tenant shall be a partnership, limited liability company, joint venture, syndicate or other group and all or any portion of times during the interest of any partner, member or other equity holder shall be sold or otherwise transferred (however this provision shall not, as to a corporation or other entity whose stock or other equity interests are publicly traded on a recognized stock exchange, be applicable to sales of stock or other equity interests on such stock exchange). Notwithstanding the forgoing, Tenant may sublease or assign all or a portion of the Premises to an affiliate, parent, subsidiary or operating division of Tenant, or to any entity acquiring all or substantially all of the Tenant’s assets or stock without Landlord’s approval. Tenant shall give Landlord notice of said sublease or assignment.
11.2 Any approved subtenant will be required to have the same financial capacity of that of the Tenant or otherwise be satisfactory to Landlord.
11.3 If Tenant shall Term desire to assign this Lease or sublet all or a portion any part of the Premises, and the Tenant shall submit is required to Landlord a written request for obtain Landlord's consent to such assignment or sublettingsame, Tenant shall give notice thereof to Landlord and all Superior Mortgagees, which request notice shall include the following information: be accompanied by (a) a copy of the name and address proposed assignment or sublease, the effective or commencement date of which shall be at least 60 days after the giving of such notice, (b) a statement setting forth in reasonable detail the identity of the proposed assignee or subtenant; (b) in , the case nature of a its business and its proposed sublettinguse of the Premises, a description identifying the space to be sublet and the term of such subletting; (c) the nature and character of the business of current financial information with respect to the proposed assignee or subtenant, including, without limitation, its most recent financial report. Such notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord's designee) may, at its option, (i) sublease such space from Tenant upon the terms and conditions hereinafter set forth or (ii) terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Premises). Said options may be exercised by Landlord by notice to Tenant at any time within 60 days after such notice has been given by Tenant to Landlord; (d) and during such 60-day period Tenant shall not assign this Lease or sublet such space to any person.
8.08. If Landlord exercises its option to terminate this Lease in the case of a proposed assignment, a current financial statement where Tenant desires either to assign this Lease or sublet all or substantially all of the proposed subtenant or assignee; Premises, and (e) the proposed assignment or sublease.
11.4 Tenant, within twenty (20) days of its receipt of Tenant is required to obtain Landlord's request thereforconsent to same, then this Lease shall reimburse Landlord for all reasonable out-of-pocket costs incurred by Landlord in considering whether or not to consent, including reasonable attorney's fees end and disbursements and expire on the reasonable costs of making investigations regarding the proposed subtenant or assignee. In the event Landlord grants its consent, but before the subtenant or assignee shall take possession, Tenant shall deliver to Landlord a fully-executed counterpart of the sublease or instrument of assignment.
11.5 If Tenant shall sublease any portion of the Premises or assign this Lease, Tenant shall pay to Landlord fifty percent (50%) of any consideration received by Tenant (net of reasonable costs incurred by Tenant to effect any date that such assignment or sublet, sublet was to be effective or commence as if such as advertising, brokerage, legal and construction expenses) from date was the subtenant or assigneedate set for the termination of this Lease by its terms, as the case may be, to and the extent such consideration exceeds the Basic Annual Fixed Rent and Additional Rent payable hereunderCharges shall be paid and apportioned to such date and Tenant shall have no further liability or obligations under this Lease accruing after such date.
11.6 Notwithstanding any assignment 8.09. If Landlord exercises its option to sublet the Premises which Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be at the rentals set forth in the proposed sublease, and shall be for the same term as that of the proposed subletting, and:
(a) the sublease shall be expressly subject to all of the covenants, agreements, terms, provisions and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section;
(b) such sublease shall be upon the same terms and conditions as those contained in the proposed sublease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section;
(c) such sublease shall give the sublessee the unqualified and unrestricted right, without Tenant's permission, to assign such sublease or any interest therein and/or to further sublet the Premises or any part or parts thereof and to make any and all changes, alterations, and improvements in the Premises;
(d) such sublease shall provide that any assignee or further subtenant of its designee may, at the election of Landlord, be permitted to make alterations, decorations and installations in such space or any part thereof and shall also provide in substance that any such alterations, decorations and installations in such space therein made by any assignee or subtenant of Landlord or its designee may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease provided that such assignee or subtenant, at its expense, shall repair any damage and injury to such space so sublet caused by such removal; and
(e) such sublease shall provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or further subletting by Landlord or its designee (as the sublessor) may be for any purpose or purposes that Landlord, in Landlord's uncontrolled discretion, shall deem suitable or appropriate, and (iii) at the expiration of all the term of such sublease, Tenant will accept the space covered by such sublease in its then existing condition, subject to the obligations of the subtenant to make such repairs thereto as may be necessary to preserve the premises demised by such sublease in good order and condition, ordinary wear and tear and damage by fire or other casualty excepted.
8.10. If Landlord does not exercise its options pursuant to Section 8.07 to so sublet the Premises or terminate this Lease and providing that Tenant is not in default of any of Tenant's obligations under this Lease, Landlord's consent (which shall be in form reasonably satisfactory to Landlord) to the proposed assignment or sublease shall not be unreasonably withheld, delayed or conditioned, provided and upon condition that:
(a) Tenant shall have complied with the provisions of Section 8.07 and Landlord shall not have exercised any of its options under said Section 8.07 within the time permitted therefor;
(b) in Landlord's judgment the proposed assignee or subtenant is engaged in a business and the Premises will be used in a manner which (i) is in keeping with the then standards of the Building, (ii) is limited to the use expressly permitted under Section 2.01, and (iii) will not violate any negative covenant as to use contained in any other lease of space in the Project;
(c) the proposed assignee or subtenant is a reputable person of good character and with sufficient financial worth considering the responsibility involved, and Landlord has been furnished with reasonable proof thereof;
(d) neither (i) the proposed assignee or sublessee nor (ii) any person which, directly or indirectly, controls, is controlled by, or is under common control with, the proposed assignee or sublessee or any person who controls the proposed assignee or sublessee, is then an occupant of any part of the Demised Project or any other building in the County of Suffolk owned or operated under a ground or underlying lease by Landlord or any person which, directly or indirectly, controls, is controlled by, or is under common control with Landlord or any person who controls Landlord;
(e) the proposed assignee or sublessee is not a person with whom Landlord is then negotiating or in the prior six-month period was negotiating to lease space in the Project;
(f) the form of the proposed sublease (if Tenant proposes to sublease all of the Premises) shall be in form reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article; and
(g) the consent of any Superior Mortgagee whose Superior Mortgage requires the consent of the Superior Mortgagee shall have been obtained.
8.11. Tenant shall reimburse Landlord on demand for any costs that may be incurred by Landlord in connection with any proposed assignment or sublease whether consented to by Landlord or not, including, without limitation, the costs of making investigations as to the acceptability of the proposed assignee or subtenant, and legal costs up to a maximum of $2,000.00, incurred in connection with the granting of any requested consent.
8.12. The amount of the aggregate rent per rentable square foot to be paid by a proposed subtenant under a proposed sublease shall not be less than the then current market rent per rentable square foot for the Premises as though the Premises were vacant. The rental and other terms and conditions of any actual sublease shall be the same as those contained in the proposed sublease furnished to Landlord pursuant to Section 8.07. Tenant shall not (a) advertise or publicize in any way the availability of the Premises without prior notice to and approval by Landlord, or (b) list the Premises for subletting, whether made with through a broker, agent, representative or without Landlord's consentotherwise at a rental rate less than the Fixed Rent and Additional Charges at which Landlord is then offering to lease comparable space in the Project.
8.13. Except for any subletting by Tenant to Landlord or its designee pursuant to the provisions of this Article, each subletting pursuant to this Article shall be subject to all of the covenants, agreements, terms, provisions and conditions contained in this Lease. Notwithstanding any subletting or any such subletting to any subtenant and/or acceptance of rent or additional rent by Landlord from any subtenant, Tenant originally named hereinshall and will remain fully liable for the payment of the Fixed Rent and Additional Charges due and to become due hereunder and for the performance of all the covenants, agreements, terms, provisions and conditions contained in this Lease on the part of Tenant to be performed and all acts and omissions of any licensee or subtenant or anyone claiming under or through any subtenant which shall be in violation of any of the obligations of this Lease, and each successor Tenant, any such violation shall be deemed to be a violation by Tenant. Tenant further agrees that notwithstanding any such subletting, no other and remain jointly further subletting of the Premises by Tenant or any person claiming through or under Tenant (except as provided in Section 8.09) shall or will be made except upon compliance with and severally liable for all obligations subject to the provisions of Tenant hereunder.this Article. If Landlord shall decline to give i
Appears in 1 contract
Sources: Lease (Hirsch International Corp)
ASSIGNMENT, SUBLETTING AND MORTGAGING. 11.1 Neither Tenant11.01. Tenant shall not, nor Tenant's successors whether voluntarily, involuntarily, or assignsby operation of law or otherwise, shall (unless expressly permitted a) assign or otherwise transfer this Lease, or offer or advertise to do so, (b) assign, mortgage, pledge or encumber this Lease, in whole or in part, or sublet the Demised Premises, in whole Premises or in partany part thereof, or permit offer or advertise to do so, or allow the same or any portion thereof to be used used, occupied or occupied utilized by othersanyone other than Tenant or its Affiliates, or (c) mortgage, pledge, encumber or otherwise hypothecate this Lease in any manner whatsoever, without the prior consent in writing and approval of credit by Landlord in each instance which obtaining the prior written consent shall of Landlord; provided, however, that Landlord agrees not be to unreasonably withheldwithhold or delay its consent to a subletting or assignment under subsections (a) and (b) of this Section 11.
01. In determining reasonableness, conditioned Landlord may take into consideration all relevant factors surrounding the proposed sublease and assignment, including, without limitation, the following: (i) The business reputation of the proposed assignee or delayed. If this Lease be so assigned subtenant and its officers or transferred, directors in relation to the other tenants or if all or any part occupants of the Building; (ii) The nature of the business and the proposed use of the Demised Premises be sublet by the proposed assignee or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, transferee, subtenant or occupant, and apply the net amount collected in relation to the rent reserved herein, but no such assignment, subletting, occupancy other tenants or collection shall be deemed a waiver of any agreement, term, covenant or condition of this Lease, or the acceptance occupants of the assignee, transferee, Building; (iii) the proposed assignee or subtenant or occupant as tenant, or a release of Tenant from the performance or further performance by Tenant of the terms, covenants and conditions of this Lease, and Tenant shall continue to be liable under this Lease. The consent by Landlord to an assignment, mortgage, pledge, encumbrance, transfer, management contract or subletting shall not be construed to relieve Tenant from obtaining a tenant (or subsidiary, affiliate or parent of a tenant) of other space in the express consent in writing of Landlord to any further assignment, mortgage, pledge, encumbrance, transfer, management contract or subletting. Landlord shall have the right to reasonably withhold its consent to an assignment or subletting, mortgage, pledge or other encumbrance. Notwithstanding anything to the contrary herein contained, an assignment of this Lease shall include, without limitation the following: Building; (aiv) if Tenant shall be a corporation and fifty percent (50%) or more of its voting stock or all or substantially all its assets shall be sold, mortgaged, assigned, pledged, encumbered or otherwise transferred (other than as collateral security for a bona fide loan to a bona fide lender) (and whether in one (1) single transaction or in more than one (1) successive transaction); or (b) if Tenant shall be a partnership, limited liability company, joint venture, syndicate or other group and all or any portion of the interest of any partner, member or other equity holder shall be sold or otherwise transferred (however this provision shall not, as to a corporation or other entity whose stock or other equity interests are publicly traded on a recognized stock exchange, be applicable to sales of stock or other equity interests on such stock exchange). Notwithstanding the forgoing, Tenant may sublease or assign all or a portion of the Premises to an affiliate, parent, subsidiary or operating division of Tenant, or to any entity acquiring all or substantially all of the Tenant’s assets or stock without Landlord’s approval. Tenant shall give Landlord notice of said sublease or assignment.
11.2 Any approved subtenant will be required to have the same The financial capacity of that of the Tenant or otherwise be satisfactory to Landlord.
11.3 If Tenant shall desire to assign this Lease or sublet all or a portion of the Premises, Tenant shall submit to Landlord a written request for Landlord's consent to such assignment or subletting, which request shall include the following information: (a) the name and address condition of the proposed assignee or subtenant; (bv) Restrictions, if any, contained in leases or other agreements affecting the case of a proposed subletting, a description identifying the space to be sublet and the term of such sublettingBuilding; (cvi) The effect that the nature and character proposed assignee's or subtenant's occupancy or use of the business Demised Premises would have upon the operation and maintenance of the Building and Landlord's investment therein; (vii) The extent to which the proposed assignee or subtenant; subtenant and Tenant provide Landlord with assurances reasonably satisfactory to Landlord as to the satisfaction of Tenant's obligations hereunder. In any event, at no time shall there be more than three (d3) subtenants (in the case of a proposed assignment, a current financial statement addition to Tenant) of the proposed subtenant Demised Premises permited. For purposes of this Article, "Affiliates" shall mean any Person owning or assignee; and (e) the proposed assignment controlling Tenant or sublease.
11.4 controlled by Tenant, within twenty or under common ownership or control with or by Tenant. For purposes hereof, "ownership or control" shall mean the legal or beneficial ownership of fifty-one percent (2051%) days of its receipt of Landlord's request therefor, shall reimburse Landlord for all reasonable out-of-pocket costs incurred by Landlord in considering whether or not to consent, including reasonable attorney's fees and disbursements and the reasonable costs of making investigations regarding the proposed subtenant or assignee. In the event Landlord grants its consent, but before the subtenant or assignee shall take possession, Tenant shall deliver to Landlord a fully-executed counterpart more of the sublease or instrument voting stock of assignment.
11.5 If Tenant shall sublease any portion of the Premises or assign this Leasecorporation, Tenant shall pay to Landlord fifty or, if not a corporation, fifty-one percent (5051%) of any consideration received by Tenant (net the partnership interest or other form of reasonable costs incurred by Tenant to effect any such assignment or sublet, such as advertising, brokerage, legal and construction expenses) from the subtenant or assignee, as the case may be, to the extent such consideration exceeds the Basic Annual Rent and Additional Rent payable hereunderownership.
11.6 Notwithstanding any assignment of this Lease or subletting of all or any part of the Demised Premises, whether made with or without Landlord's consent, the Tenant originally named herein, and each successor Tenant, shall be and remain jointly and severally liable for all obligations of Tenant hereunder.
Appears in 1 contract
Sources: Lease Agreement (Icon CMT Corp)
ASSIGNMENT, SUBLETTING AND MORTGAGING. 11.1 Neither Tenant, nor Tenant's successors or assigns, shall (unless expressly permitted to do so) assign, mortgage, pledge or encumber this Lease, in whole or in part, or sublet the Demised Premises, in whole or in part, or permit the same or any portion thereof to be used or occupied by others, without the prior consent in writing and approval of credit by Landlord in each instance which consent shall not be unreasonably withheld, conditioned or delayed. If this Lease be so assigned or transferred, or if all or any part of the Demised Premises be sublet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, transferee, subtenant or occupant, and apply the net amount collected to the rent reserved herein, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any agreement, term, covenant or condition of this Lease, or the acceptance of the assignee, transferee, subtenant or occupant as tenant, or a release of Tenant from the performance or further performance by Tenant of the terms, covenants and conditions of this Lease, and Tenant shall continue to be liable under this Lease. The consent by Landlord to an assignment, mortgage, pledge, encumbrance, transfer, management contract or subletting shall not be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment, mortgage, pledge, encumbrance, transfer, management contract or subletting. Landlord shall have the right to reasonably withhold its consent to an assignment or subletting, mortgage, pledge or other encumbrance. Notwithstanding anything to the contrary herein contained, an assignment of this Lease shall include, without limitation the following: (a) if Tenant shall be a corporation and fifty percent (50%) or more of its voting stock or all or substantially all its assets shall be sold, mortgaged, assigned, pledged, encumbered or otherwise transferred (other than as collateral security for a bona fide loan to a bona fide lender) (and whether in one (1) single transaction or in more than one (1) successive transaction); or (b) if Tenant shall be a partnership, limited liability company, joint venture, syndicate or other group and all or any portion of the interest of any partner, member or other equity holder shall be sold or otherwise transferred (however this provision shall not, as to a corporation or other entity whose stock or other equity interests are publicly traded on a recognized stock exchange, be applicable to sales of stock or other equity interests on such stock exchange). Notwithstanding the forgoing, Tenant may sublease or assign all or a portion of the Premises to an affiliate, parent, subsidiary or operating division of Tenant, or to any entity acquiring all or substantially all of the Tenant’s assets or stock without Landlord’s approval. Tenant shall give Landlord notice of said sublease or assignment.
11.2 Any approved subtenant will be required to have the same financial capacity of that of the Tenant or otherwise be satisfactory to Landlord.
11.3 If Tenant shall desire to assign this Lease or sublet all or a portion of the Premises, Tenant shall submit to Landlord a written request for Landlord's consent to such assignment or subletting, which request shall include the following information: (a) the name and address of the proposed assignee or subtenant; (b) in the case of a proposed subletting, a description identifying the space to be sublet and the term of such subletting; (c) the nature and character of the business of the proposed assignee or subtenant; (d) in the case of a proposed assignment, a current financial statement of the proposed subtenant or assignee; and (e) the proposed assignment or sublease.. BioLife lease 4/1/2008
11.4 Tenant, within twenty (20) days of its receipt of Landlord's request therefor, shall reimburse Landlord for all reasonable out-of-pocket costs incurred by Landlord in considering whether or not to consent, including reasonable attorney's fees and disbursements and the reasonable costs of making investigations regarding the proposed subtenant or assignee. In the event Landlord grants its consent, but before the subtenant or assignee shall take possession, Tenant shall deliver to Landlord a fully-executed counterpart of the sublease or instrument of assignment.
11.5 If Tenant shall sublease any portion of the Premises or assign this Lease, Tenant shall pay to Landlord fifty percent (50%) of any consideration received by Tenant (net of reasonable costs incurred by Tenant to effect any such assignment or sublet, such as advertising, brokerage, legal and construction expenses) from the subtenant or assignee, as the case may be, to the extent such consideration exceeds the Basic Annual Rent and Additional Rent payable hereunder.
11.6 Notwithstanding any assignment of this Lease or subletting of all or any part of the Demised Premises, whether made with or without Landlord's consent, the Tenant originally named herein, and each successor Tenant, shall be and remain jointly and severally liable for all obligations of Tenant hereunder.
Appears in 1 contract
ASSIGNMENT, SUBLETTING AND MORTGAGING. 11.1 Neither Tenant, nor Tenant's successors or assigns, 18.1. Subtenant shall (unless expressly permitted to do so) not assign, mortgagesell, pledge transfer (whether by operation or law or otherwise), pledge, mortgage or otherwise encumber this Lease, in whole or in part, or sublet the Demised Premises, in whole or in part, or permit the same Sublease or any portion thereof of its interest in the Subleased Premises, nor sublet all or any portion of the Subleased Premises or permit any other person or entity to be used use or occupied by othersoccupy all or any portion of the Subleased Premises, without the prior written consent in writing of the Prime Landlord. Provided that Subtenant shall comply with the provisions of the Lease (including, without limitation, Section 11 thereof) and approval of credit by Landlord in each instance which this Sublease with respect to subletting, Sublandlord agrees that its consent shall not be unreasonably withheldrequired to a subletting of all or any portion of the Subleased Premises provided that the Prime Landlord shall consent to such subletting. Upon the request of Subtenant, conditioned or delayedSublandlord, at Subtenant's sole cost and expense, shall request the consent of the Prime Landlord and cooperate with Subtenant in obtaining any consent.
18.2. If this Lease Sublease be so assigned or transferredassigned, or if all the Subleased Premises or any part of the Demised Premises thereof be sublet (whether or occupied not Sublandlord and the Prime Landlord shall have consented thereto), Sublandlord, after default by anybody other than TenantSubtenant in its obligations hereunder, Landlord may collect rent from the assignee, transferee, assignee or subtenant or occupant, and apply the net amount collected to the rent reserved hereinRental herein reserved, but no such assignment, subletting, occupancy assignment or collection subletting shall be deemed a waiver of any agreement, term, the covenant or condition of set forth in this LeaseArticle 18, or the acceptance of the assignee, transferee, assignee or subtenant or occupant as a tenant, or a release of Tenant Subtenant from the performance or further performance and observance by Tenant Subtenant of the termscovenants, covenants obligations and conditions agreements on the part of this Lease, and Tenant shall continue Subtenant to be liable under this Leaseperformed or observed herein. The consent by Sublandlord or the Prime Landlord to an assignment, mortgagesale, pledge, encumbrance, transfer, management contract mortgage or subletting shall not in any way be construed to relieve Tenant Subtenant from obtaining the express consent in writing writing, to the extent required by this Sublease or the Lease, of Sublandlord and the Prime Landlord to any further assignment, mortgagesale, pledge, encumbrance, transfer, management contract mortgage or subletting. Landlord shall have the right to reasonably withhold its consent to an assignment or subletting, mortgage, pledge or other encumbrance. Notwithstanding anything to the contrary herein contained, an assignment of this Lease shall include, without limitation the following: (a) if Tenant shall be a corporation and fifty percent (50%) or more of its voting stock or all or substantially all its assets shall be sold, mortgaged, assigned, pledged, encumbered or otherwise transferred (other than as collateral security for a bona fide loan to a bona fide lender) (and whether in one (1) single transaction or in more than one (1) successive transaction); or (b) if Tenant shall be a partnership, limited liability company, joint venture, syndicate or other group and all or any portion of the interest of any partner, member or other equity holder shall be sold or otherwise transferred (however this provision shall not, as to a corporation or other entity whose stock or other equity interests are publicly traded on a recognized stock exchange, be applicable to sales of stock or other equity interests on such stock exchange). Notwithstanding the forgoing, Tenant may sublease or assign all or a portion of the Premises to an affiliate, parent, subsidiary or operating division of Tenant, or to any entity acquiring all or substantially all of the Tenant’s assets or stock without Landlord’s approval. Tenant shall give Landlord notice of said sublease or assignment.
11.2 Any approved subtenant will be required to have the same financial capacity of that of the Tenant or otherwise be satisfactory to Landlord.
11.3 If Tenant shall desire to assign this Lease or sublet all or a portion of the Premises, Tenant shall submit to Landlord a written request for Landlord's consent to such assignment or subletting, which request shall include the following information: (a) the name and address of the proposed assignee or subtenant; (b) in the case of a proposed subletting, a description identifying the space to be sublet and the term of such subletting; (c) the nature and character of the business of the proposed assignee or subtenant; (d) in the case of a proposed assignment, a current financial statement of the proposed subtenant or assignee; and (e) the proposed assignment or sublease.
11.4 Tenant, within twenty (20) days of its receipt of Landlord's request therefor, shall reimburse Landlord for all reasonable out-of-pocket costs incurred by Landlord in considering whether or not to consent, including reasonable attorney's fees and disbursements and the reasonable costs of making investigations regarding the proposed subtenant or assignee. In the event Landlord grants its consent, but before the subtenant or assignee shall take possession, Tenant shall deliver to Landlord a fully-executed counterpart of the sublease or instrument of assignment.
11.5 If Tenant shall sublease any portion of the Premises or assign this Lease, Tenant shall pay to Landlord fifty percent (50%) of any consideration received by Tenant (net of reasonable costs incurred by Tenant to effect any such assignment or sublet, such as advertising, brokerage, legal and construction expenses) from the subtenant or assignee, as the case may be, to the extent such consideration exceeds the Basic Annual Rent and Additional Rent payable hereunder.
11.6 Notwithstanding any assignment of this Lease or subletting of all or any part of the Demised Premises, whether made with or without Landlord's consent, the Tenant originally named herein, and each successor Tenant, shall be and remain jointly and severally liable for all obligations of Tenant hereunder.
Appears in 1 contract
Sources: Sublease Agreement (Computer Outsourcing Services Inc)
ASSIGNMENT, SUBLETTING AND MORTGAGING. 11.1 Neither Tenant, nor Tenant's ’s successors or assigns, shall (unless expressly permitted to do so) assign, mortgage, pledge or encumber this Lease, in whole or in part, or sublet the Demised Premises, in whole or in part, or permit the same or any portion thereof to be used or occupied by others, or enter into a management contract or other arrangement whereby the Demised Premises shall be managed and operated by anyone other than the then owner of Tenant’s leasehold estate, nor shall this Lease be assigned or transferred by operation of law, without the prior consent in writing and approval of credit by Landlord in each instance which consent shall not be unreasonably withheld, conditioned or delayedinstance. If this Lease be so assigned or transferred, or if all or any part of the Demised Premises be sublet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, transferee, subtenant or occupant, and apply the net amount collected to the rent reserved herein, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any agreement, term, covenant or condition of this Lease, or the acceptance of the assignee, transferee, subtenant or occupant as tenant, or a release of Tenant from the performance or further performance by Tenant of the terms, covenants and conditions of this Lease, and Tenant shall continue to be liable under this Lease. The consent by Landlord to an assignment, mortgage, pledge, encumbrance, transfer, management contract or subletting shall not be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment, mortgage, pledge, encumbrance, transfer, management contract or subletting. Landlord shall have the right to reasonably withhold its consent to an assignment or sublettingsubletting (except as provided in Section 11.5), mortgage, pledge or other encumbrance. Notwithstanding anything to the contrary herein contained, an assignment of this Lease shall include, without limitation the following: (a) if Tenant shall be a corporation and fifty percent (50%) or more of its voting stock or all or substantially all its assets shall be sold, mortgaged, assigned, pledged, encumbered or otherwise transferred (other than as collateral security for a bona fide loan to a bona fide lenderlender or in a public stock offering) (and whether in one (1) single transaction or in more than one (1) successive transaction); or (b) if Tenant shall be a partnership, limited liability company, joint venture, syndicate or other group and all or any portion of the interest of any partner, member or other equity holder shall be sold or otherwise transferred (however this provision shall not, as to a corporation or other entity whose stock or other equity interests are publicly traded on a recognized stock exchange, be applicable to sales of stock or other equity interests on such stock exchange). Notwithstanding the forgoing, Tenant may sublease or assign all or a portion of the Premises to an affiliate, parent, subsidiary or operating division of Tenant, or to any entity acquiring all or substantially all of the Tenant’s assets or stock without Landlord’s approval. Tenant shall give Landlord notice of said sublease or assignment.
11.2 Any approved subtenant will be required to have the same financial capacity of that of the Tenant or otherwise be satisfactory to Landlord.
11.3 If Tenant shall desire to assign this Lease or sublet all or a portion of the Premises, Tenant shall submit to Landlord a written request for Landlord's ’s consent to such assignment or subletting, which request shall include the following information: (a) the name and address of the proposed assignee or subtenant; (b) in the case of a proposed subletting, a description identifying the space to be sublet and the term of such subletting; (c) the nature and character of the business of the proposed assignee or subtenant; (d) in the case of a proposed assignment, a current financial statement of the proposed subtenant or assignee; and (e) the proposed assignment or sublease.
11.4 11.3 Tenant, within twenty (20) days of its receipt of Landlord's ’s request therefor, shall reimburse Landlord for all reasonable out-of-pocket costs incurred by Landlord in considering whether or not to consent, including reasonable attorney's ’s fees and disbursements and the reasonable costs of making investigations regarding the proposed subtenant or assignee. In the event Landlord grants its consent, but before the subtenant or assignee shall take possession, Tenant shall deliver to Landlord a fully-executed counterpart of the sublease or instrument of assignment.
11.5 11.4 If Tenant shall sublease any portion of the Premises or assign this Lease, Tenant shall pay to Landlord fifty one hundred percent (50100%) of any consideration received by Tenant (net of reasonable costs incurred by Tenant to effect any such assignment or sublet, such as advertising, brokerage, legal and construction expensesexpenses and the reasonable agreed then value of Tenant’s Improvements to the space amortized over the remaining Term (both initial and renewal) of this Lease) from the subtenant or assignee, as the case may be, to the extent such consideration exceeds the Basic Annual Rent and Additional Rent payable hereunder.
11.5 Notwithstanding the provisions of Section 11.1 to the contrary:
(a) Tenant, with the prior consent of Landlord but subject to all terms and provisions of this Lease (including, without limitation, the permitted use of the Demised Premises under this Lease), may assign this Lease to an Affiliate of Tenant, as hereafter defined, provided such assignee remains an Affiliate of Tenant for the remainder of the term of this Lease, as same may be renewed or extended. The term “Affiliate” shall mean any corporation which controls, is controlled by, or is under common control with Tenant (“control” means ownership of more than fifty percent (50%) of the beneficial interest thereof.
(b) Any assignment pursuant to the provisions of this Section 11.5 shall be conditioned upon: (i) not later than twenty (20) days prior to the effective date of the assignment the delivery by Tenant to Landlord, of (1) a notice to Landlord of such assignment, setting forth the name and address of such assignee, and the facts which, pursuant to this Section 11.5, allow Tenant to assign this Lease without the consent of Landlord, and (2) a fully executed counterpart of such assignment, which shall provide, among other things, that the assignee fully assumes all liabilities and obligations of Tenant in respect of the Lease from and after the effective date of such assignment (without thereby releasing or relieving Tenant of or from any such liabilities and obligations in any way), and which otherwise must be in form and substance reasonably acceptable to Landlord, and (ii) the delivery by Tenant to Landlord, not later than ten (10) days after request therefor by Landlord, and in any event prior to the effective date of the assignment, of such other documentation respecting the business and identity of the assignee as the Landlord reasonably may request.
(c) Any subletting pursuant to the provisions of this Section 11.5 shall be automatically subject to all of the terms and provisions of this Lease (including, without limitation, the permitted use of the Demised Premises under this Lease) and shall be conditioned upon, inter alia, (i) the delivery by Tenant to Landlord, not later than twenty (20) days prior to the effective date of the sublease, of a notice to Landlord requesting consent to such sublease, setting forth the name and address of the subtenant, and the nature of the business of the subtenant, and (ii) the delivery by Tenant to Landlord, not later than ten (10) days after request therefor by Landlord, and in any event prior to the effective date of the sublease, of such other documentation respecting the business and identity of the subtenant as the Landlord reasonably may request. No such subletting will in any way release or relieve Tenant from any obligations or liabilities under this Lease.
11.6 Notwithstanding any assignment of this Lease or subletting of all or any part of the Demised Premises, whether made with or without Landlord's ’s consent, the Tenant originally named herein, and each successor Tenant, shall be and remain jointly and severally liable for all obligations of Tenant hereunder.
Appears in 1 contract
ASSIGNMENT, SUBLETTING AND MORTGAGING. 11.1 Neither Tenant, nor Tenant's successors or assigns, 22.1. Subtenant shall (unless expressly permitted to do so) not assign, mortgagesell, pledge transfer (whether by operation or law or otherwise), pledge, mortgage or otherwise encumber this Lease, in whole or in part, or sublet the Demised Premises, in whole or in part, or permit the same Sublease or any portion thereof of its interest in the Premises, nor sub-sublet all or any portion of the Premises or permit any other person or entity to be used use or occupied by othersoccupy all or any portion of the Premises, without the prior written consent in writing and approval of credit by Landlord in each instance Sublandlord, which consent may be withheld in Sublandlord's sole discretion, and Ovvner, in accordance with all of the terms and conditions of this Sublease and the Lease. Notwithstanding the foregoing, provided Subtenant is not in default of any of the te1ms, covenants or conditions of this Sublease, and subject to (i) Owner's rights pursuant to Section 5.6.1. l of the Lease, (ii) obtaining the ·written consent of Ov.ner, if and to the extent Owner's consent is required under the Lease, and (ii) all of the terms and conditions of this Sublease and the Lease, including, \.vithout limitation, this Article 22 and Section 5.6 of the Lease, Sublandlord shall not unreasonably \Vithhold its consent to (A) one or more sub-subleases affecting all or any portion of the Premises (provided that in no event shall more than hvo (2) sub-subleases of the Premises be in effect any given time), and (B) one (1) assignment of Subtenant's interest in this Sublease; provided, that Sublandlord shall not be deemed to be unreasonably withheld'v\.i.thholding its consent (x) to a proposed sub-subletting or assignment if any of the factors set forth in Section 5.6.2(a)-(h) shall apply to the proposed sub-subtenant or assignee, conditioned or delayed(y) if, with respect to a proposed assignment, the proposed assignee does not satisfy the Minimmn Net Worth Threshold (as defined below).
22.2. If this Lease Sublease be so assigned or transferredassigned, or if all the Premises or any part thereof be sublet, in violation of the Demised Premises be sublet or occupied this Sublease, Sublandlord, after default by anybody other than TenantSubtenant in its obligations hereunder beyond any applicable notice and cure periods, Landlord may collect rent from the assignee, transferee, assignee or subtenant or occupant, and apply the net amount collected to the rent reserved hereinRental herein reserved, but no such assignment, subletting, occupancy assignment or collection subletting shall be deemed a waiver of any agreement, term, the covenant or condition of set forth in this LeaseSection 22.2, or the acceptance of the assignee, transferee, assignee or subtenant or occupant as a tenant, or a release of Tenant Subtenant from the performance or further performance and observance by Tenant Subtenant of the termscovenants, covenants obligations and conditions agreements on the part of this Lease, and Tenant shall continue Subtenant to be liable under this Leaseperformed or observed herein. The consent by Landlord Sublandlord or Owner to an assignment, mortgagesale, pledge, encumbrance, transfer, management contract mortgage or subletting shall not in any way be construed to relieve Tenant Subtenant from obtaining the express consent in writing ·writing, to the extent required by this Sublease or the Lease, of Landlord Sublandlord and 0\\11er to any further assignment, mortgageassignmen sale, pledge, encumbrance, transfer, management contract mortgage or subletting.
22.3. Landlord Either a transfer (including the issuance of treasury stock or the creation and issuance of new stock) of a controlling interest in the shares of Subtenant (if Subtenant is a corporation, other than a professional corporation, or trnst) or a transfer of a majority of the total interest in Subtenant (if Subtenant is a partnership, including a limited liability partnership, or a limited liability company) at any one time or over a period of time through a series of transfers, shall have the right to reasonably withhold its consent to an assignment or subletting, mortgage, pledge or other encumbrance. Notwithstanding anything to the contrary herein contained, be deemed an assignment of this Lease Sublease and shall includebe subject to all of the provisions of ▇▇.▇▇ Sublease, including, without limitation limitation, the following: requirements that Subtenant obtain Sublandlord's and Ovmer 's prior consent thereto. The transfer of shares of Subtenant (a) if Tenant shall be Subtenant is a corporation and fifty percent (50%or trust) for purposes of this Section 22.3 shall not include the sale of shares by officers or more directors of its voting Subtenant, or by persons O\vning outstanding shares of Subtenant's stock which sales are effected through the "over-the-c0tmter market" or all through any recognized stock exchange.
22.4. Subject to Owner's right pursuant to Section 5.6.4 of the Lease, if Sublandlord shall approve any assignment of this Sublease or substantially all its assets shall be sold, mortgaged, assigned, pledged, encumbered or otherwise transferred (other than as collateral security for a bona fide loan to a bona fide lender) (and whether in one (1) single transaction or in more than one (1) successive transaction); or (b) if Tenant shall be a partnership, limited liability company, joint venture, syndicate or other group and sublet of all or any portion of the interest Premises, then (i) if an assignment is involved, Subtenant shall pay to Sublandlord, as and when received, fifty (50%) percent of any partnerconsideration received by Subtenant for the Premises in connection with such assignment in excess of the Rental payable by St1btenant hereunder, member or other equity holder after deducting "Subtenant ' s Costs", which are defined as and expressly limited to the reasonable legal fees, marketing costs, brokerage commissions, rent concessions, build-out expenses and alterations allowances, if any, incurred by Subtenant in connection with such assignment, and (ii) if a subletting is involved, and the rents received by Subtenant under such sublease, after deducting Subtenant's Costs incurred by Subtenant in connection with such sublease, shall be sold or otherwise transferred (however this provision shall not, as exceed the Rental reserved hereunder that are allocable to a corporation or other entity whose stock or other equity interests are publicly traded on a recognized stock exchange, be applicable to sales of stock or other equity interests on such stock exchange). Notwithstanding the forgoing, Tenant may sublease or assign all or a portion of the Premises sub-sublet by Subtenant (calculated on the basis of the Rental set forth herein), fifty (50%) percent of such excess shall be paid by Subtenant to an affiliateSublandlord as and when received.
22.5. Notwithstanding ▇▇▇▇▇.▇▇▇ contained inthis Article 22 to the contrary, parentbut subject to obtaining O•vner's consent to the extent required under the Lease, subsidiary Subtenant shall have the right, without obtaining Sublandlord's prior consent, to assign this Sublease or operating division of Tenant, to sub sublet the Premises or any portion thereof (i) to any entity acquiring (hereinafter called an "Affiliate") which directly or indirectly controls, is controlled by, or is under common control with Subtenant (provided, however any change in control of such Affiliate whether by sale of assets, transfer of capital stock or partnership interests (except for admission of new shareholders or withdrawal of shareholders in the ordinary course of Subtenant's business), merger or consolidation or otherwise, and whether effected directly or indirectly, shall constitute an assignment of this Sublease for ▇.▇▇▇▇ the consent of Sublandlord and Owner shall be required and to which the provisions of this Article 22 shall apply, or (ii) any entity resulting from a merger or consolidation with Subtenant, or which acquires all or substantially all of Subtenant's stock or assets in connection with the Tenant’s assets business being conducted in the Premises (hereafter called a "Suni " ing Entity"), provided that such transaction (merger, consolidation or acquisition of stock without Landlord’s approvalor assets) shall not be primarily intended to effect a transfer of the subleasehold created hereby in whole or in part and shall be for a good faith business purpose and (x) any such Surviving Entity shall have a Tangible Net Worth (as defined hereinafter) equal to or greater th.an the greater of (A) One Hundred Million Dollars ($100,000,000) (the "Minimum Net \ Vorth Th reshold"),and (B) the Tangible Net Worth of any successor to the business conducted by Subtenant, on the date occurring immediately sixty (60) days prior to the effective date of any such transaction , and (y) Subtenant shall have delivered to Sublandlord at least fifteen (15) days prior to the effective date of any such transaction, a certificate of an independent certified public accountant of Subtenant, certifying the Tangible Net Worth shall be in compliance with clause (x) of this sentence (all such entities set forth in this Section are hereinafter called "Permitted 7553!0v6 EXECUTION VERSION Transferees"). Tenant Nothing contained in this Section 22.5 shall give Landlord notice excuse Subtenant from obtaining the prior consent of said O\vner to an assignment or sub-sublease or assignmentunder this Section 22.5 if and to the extent required under the Lease.
11.2 Any approved subtenant will be required to have the same financial capacity 22.6. For purposes of that of the Tenant or otherwise be satisfactory to Landlord.
11.3 If Tenant shall desire to assign this Lease or sublet all or a portion of the PremisesArticle 22, Tenant shall submit to Landlord a written request for Landlord's consent to such assignment or subletting, which request shall include the following information: (ai) the name term "con trol" and address of like variations thereof shall mean the proposed assignee or subtenant; (b) in the case of a proposed subletting, a description identifying the space right to be sublet and the term of such subletting; (c) the nature and character of the business of the proposed assignee or subtenant; (d) in the case of a proposed assignment, a current financial statement of the proposed subtenant or assignee; and (e) the proposed assignment or sublease.
11.4 Tenant, within twenty (20) days of its receipt of Landlord's request therefor, shall reimburse Landlord for all reasonable out-of-pocket costs incurred by Landlord in considering whether or not to consent, including reasonable attorney's fees and disbursements and the reasonable costs of making investigations regarding the proposed subtenant or assignee. In the event Landlord grants its consent, but before the subtenant or assignee shall take possession, Tenant shall deliver to Landlord a fully-executed counterpart of the sublease or instrument of assignment.
11.5 If Tenant shall sublease any portion of the Premises or assign this Lease, Tenant shall pay to Landlord vote at least fifty percent (50%) of any consideration received by Tenant the equity or beneficial interest in the entity involved, and (net of reasonable costs incurred by Tenant to effect any ii) the term "Tangible Net \Vorth" shall mean the tangible assets that remain after deducting liabilities (such assignment or sublet, assets shall not include intangibles such as advertisingnon compete covenants, brokerage, legal goodwill and construction expenses) from the subtenant rights to patents or assigneeroyalties), as the case may bedetermined in accordance with United States generally accepted accounting principles, to the extent such consideration exceeds the Basic Annual Rent and Additional Rent payable hereunderconsistently applied.
11.6 Notwithstanding any assignment of this Lease or subletting of all or any part of the Demised Premises, whether made with or without Landlord's consent, the Tenant originally named herein, and each successor Tenant, shall be and remain jointly and severally liable for all obligations of Tenant hereunder.
Appears in 1 contract
Sources: Sublease Agreement (Care.com Inc)
ASSIGNMENT, SUBLETTING AND MORTGAGING. 11.1 Neither Tenant19.1. Master Tenant may not sell, nor Tenant's successors or assignsassign, shall (unless expressly permitted to do so) assigntransfer, mortgage, pledge or encumber otherwise dispose of this LeaseAgreement or any interest of Master Tenant in this Agreement, except with Landlord’s prior written or electronic consent in its sole and absolute discretion (Master Tenant understands and acknowledges that Landlord will not approve any such transfer in the event that Landlord is a DST).
19.2. If an assignment is consented to by Landlord or Lender, no such assignment shall be valid unless (i) such permitted assignment complies with the provisions of this Agreement, and (ii) there shall be delivered to Landlord in proper form for recording on the date of assignment (a) a duplicate original of the instrument of assignment, and (b) other than an assignment accomplished in conjunction with a Permitted Mortgage as additional collateral, an instrument of assumption by the transferee of all of Master Tenant’s obligations under this Agreement, including, without limitation, any unperformed obligations which have accrued as of the date of the assumption. Any such permitted assignee shall thereafter have all of the power, authority, rights, duties, obligations and liabilities of Master Tenant hereunder. The new Master Tenant shall be liable for the payment of all Rent due hereunder and the performance of all terms, covenants and conditions to be performed by Master Tenant under this Agreement, and Master Tenant shall reaffirm the same to Landlord in writing, in whole or in partrecordable form acceptable to Landlord, or sublet the Demised Premises, in whole or in part, or permit the same or any portion thereof prior to be used or occupied by others, without the prior such transfer. Any single consent in writing and approval of credit given by Landlord in each instance which consent hereunder shall not be unreasonably withheld, conditioned or delayed. If this Lease be so assigned or transferred, or if all or any part of the Demised Premises be sublet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, transferee, subtenant or occupant, and apply the net amount collected to the rent reserved herein, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any agreementLandlord’s right to future requests for consent under this Section. If Landlord is requested to approve a proposed assignment or sublease, term, covenant or condition of this Lease, or the acceptance of the assignee, transferee, subtenant or occupant as tenant, or a release of Tenant from the performance or further performance by Tenant of the terms, covenants and conditions of this Lease, and Master Tenant shall continue to be liable under this Leaseresponsible for paying the fees and expenses of Landlord’s counsel for reviewing and/or preparing the appropriate materials and documents.
19.3. The consent by Without limiting in any way the rights and remedies of Landlord to an hereunder, at law or in equity, but in addition thereto, any purported assignment, transfer, mortgage, pledge, encumbrancedisposition or encumbrance in contravention of the provisions of this Section shall be null and void and of no force and effect, transferbut this shall not impair any remedy of Landlord because of Master Tenant having engaged in any act prohibited by, management contract or in contravention of, the terms hereof.
19.4. Notwithstanding the above and subject to the terms of any applicable Permitted Mortgage, Master Tenant may sublet the whole or any portion of the Project without the necessity of obtaining Landlord’s prior consent; provided, however, that no such subletting shall not be construed to relieve Tenant from obtaining valid unless such permitted subletting complies with the express consent provisions herein set forth and with the Loan Documents. Without in writing any way limiting the rights and remedies of Landlord hereunder, but in addition thereto, any purported subletting in contravention hereof shall be null and void and of no force and effect and not thereby impair any right or remedy available to Landlord as the result of Master Tenant’s having engaged in an act prohibited by, or in contravention of, the terms hereof, nor shall such permitted subletting relieve Master Tenant of any further assignmentof Master Tenant’s obligations hereunder and Master Tenant assumes and shall be responsible for and shall be liable to Landlord for all acts on the part of any present or future Sublessee, mortgagewhich, pledgeif done by Master Tenant would constitute a Default hereunder. Notwithstanding anything contained herein to the contrary, encumbrancein the event that Landlord is a DST, transferMaster Tenant shall not have the right to enter into Subleases that extend beyond the Term of this Agreement. Notwithstanding anything contained herein to the contrary, management contract or subletting. in the event that Landlord is not a DST, Master Tenant shall have the right to enter into Subleases that extend beyond the Term of this Agreement without receiving the prior consent of Landlord so long as such Subleases comply with the following provisions:
19.4.1. Each Sublease shall be deemed by law subject and subordinate to this Agreement;
19.4.2. Each Sublease shall be with a bona-fide arm’s length Sublessee;
19.4.3. No Sublease shall contain any rental concessions or other concessions which are not then customary and reasonable for similar properties and leases in the market area of the Project as reasonably withhold its determined by Master Tenant;
19.4.4. The rental rate for each Sublease shall be at least at the market rate then prevailing for similar properties and leases in the market areas of the Project as reasonably determined by Master Tenant;
19.4.5. No Sublease shall have the rent paid thereunder calculated based on the net income of the subtenant; provided, however, that the rent may be calculated based on gross income of the subtenant; and
19.4.6. Each Sublessee under the Sublease demonstrates sufficient credit worthiness to support the Sublease payments as reasonably determined by Master Tenant or the Sublessee provides for (i) a sufficient security deposit or (ii) guarantee, all as reasonably determined by Master Tenant. For proposed Subleases with terms that exceed the Term of this Agreement and do not comply with the above provisions, Master Tenant must obtain Landlord’s prior approval.
19.5. Any such Sublease shall be accomplished in accordance with the Lender Requirements and, if a desired Sublease does not meet the terms of such requirements, Master Tenant shall not finalize such Sublease without obtaining, whether directly or indirectly through Landlord, the necessary consent to an assignment the form of such Sublease from the holder of the Permitted Mortgage.
19.6. Any application by Master Tenant for Landlord’s written consent under any paragraph of this Section 19 shall be made in writing to Landlord.
19.7. Master Tenant hereby assigns to Landlord all rents due or sublettingto become due from any present or future Sublessee, mortgageprovided that so long as Master Tenant is not in Default hereunder, pledge or other encumbranceMaster Tenant shall have the right to collect and receive such rents for Master Tenant’s own uses and purposes. Notwithstanding anything The effective date of Landlord’s right to collect rents shall be the date of the happening of a Default under Section 20. Upon a Default, Landlord shall apply any net amount collected by Landlord from Sublessees to the contrary herein containedRent due under this Agreement. No collection of rent by Landlord from an assignee of this Agreement or from a Sublessee shall constitute a waiver of any of the provisions of this Section or an acceptance of the assignee or Sublessee as a tenant or a release of Master Tenant from performance by Master Tenant of Master Tenant’s obligations under this Agreement. Master Tenant without the prior consent of Landlord in writing, shall not directly or indirectly collect or accept any payment of subrent (exclusive of security deposits) under any sublease more than 1 month in advance of the date when the same shall become due.
19.8. Any attempted sublease or assignment in violation of the requirements of this Section 19 shall be null and void and, at the option of Landlord, shall constitute a Default by Master Tenant under this Agreement. To the extent consent is required, the giving of consent by Landlord in one instance shall not preclude the need for Master Tenant to obtain Landlord’s consent to further sublettings or assignments under this Section 19. If Landlord’s approval is required and obtained, Master Tenant or the prospective Sublessee or assignee shall be responsible for preparing the appropriate documentation and shall reimburse Landlord for Landlord’s reasonable costs and expenses in reviewing and approving the Sublease or assignment and related documentation.
19.9. If Master Tenant is in Default hereunder pursuant to Section 20.1.1 and Master Tenant elects to assume this Agreement and then proposes to assign the same pursuant to the provisions of the Bankruptcy Code, 11 U.S.C. Section 10.1 et seq. (the “Bankruptcy Code”) to any person or entity who shall have made a bona fide offer to accept an assignment of this Lease shall include, without limitation the following: (a) if Agreement on terms acceptable to Master Tenant shall be a corporation and fifty percent (50%) or more of its voting stock or all or substantially all its assets shall be sold, mortgaged, assigned, pledged, encumbered or otherwise transferred (other than as collateral security for a bona fide loan to a bona fide lender) (and whether in one (1) single transaction or in more than one (1) successive transaction); or (b) if Tenant shall be a partnership, limited liability company, joint venture, syndicate or other group and all or any portion of the interest of any partner, member or other equity holder shall be sold or otherwise transferred (however this provision shall not, as to a corporation or other entity whose stock or other equity interests are publicly traded on a recognized stock exchange, be applicable to sales of stock or other equity interests on such stock exchange). Notwithstanding the forgoing, Tenant may sublease or assign all or a portion of the Premises to an affiliate, parent, subsidiary or operating division of Tenant, or to any entity acquiring all or substantially all of the Tenant’s assets or stock without Landlord’s approval. Tenant shall give Landlord then notice of said sublease or such proposed assignment.
11.2 Any approved subtenant will be required to have the same financial capacity of that of the Tenant or otherwise be satisfactory to Landlord.
11.3 If Tenant shall desire to assign this Lease or sublet all or a portion of the Premises, Tenant shall submit to Landlord a written request for Landlord's consent to such assignment or subletting, which request shall include the following information: setting forth (ai) the name and address of such person, (ii) all the proposed assignee or subtenant; terms and conditions of such offer, and (biii) in the case of a proposed subletting, a description identifying the space adequate assurances to be sublet and provided Landlord to ensure such person’s future performance under this Agreement, including, without limitation, the term of such subletting; (cassurances referred to in Section 365(b)(d) the nature and character of the business of the proposed assignee or subtenant; (d) in the case of a proposed assignmentBankruptcy Code, a current financial statement of the proposed subtenant or assignee; and (e) the proposed assignment or sublease.
11.4 Tenant, within shall be given to Landlord by Master Tenant no later than twenty (20) days of its after receipt of Landlord's request therefor, shall reimburse Landlord for all reasonable out-of-pocket costs incurred thereof by Landlord in considering whether or not to consent, including reasonable attorney's fees and disbursements and the reasonable costs of making investigations regarding the proposed subtenant or assignee. In the event Landlord grants its consentMaster Tenant, but before in any event no later than ten (10) days prior to the subtenant date that Master Tenant shall make application to a court of competent jurisdiction for authority and approval to enter into such assignment and assumption, and Landlord shall thereupon have the prior right and option to be exercised by notice to Master Tenant given at any time prior to the effective date of such proposed assignment, to accept an assignment of this Agreement upon the same terms and conditions and for the same consideration, if any, as the bona fide offer made by such person less any brokerage commissions which may be payable out of the consideration to be paid by such person for the assignment of this Agreement. Any and all monies or other consideration 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 shall be promptly paid to or turned over to Landlord. Any person or entity to which this Agreement is assigned pursuant to the provisions of the Bankruptcy Code shall be deemed without further act or deed to have assumed all of the obligations arising under this Agreement on and after the date of such assignment. Any such assignee shall take possession, Tenant shall upon demand execute and deliver to Landlord a fully-executed counterpart an instrument in form, scope and substance acceptable to Landlord, confirming such assumption.
19.10. Landlord may assign its rights under this Agreement to the Springing LLC without consent or approval of Master Tenant (“Successor Landlord”). The Successor Landlord shall take such interest subject to this Agreement, and the assigning Landlord and Successor Landlord shall execute an agreement whereby (a) the assigning Landlord assigns to the Successor Landlord all of its right, title and interest in and to this Agreement; and (b) the Successor Landlord assumes and agrees to perform faithfully and to be bound by all of the sublease or instrument terms, covenants, conditions, provisions and agreements of assignmentthis Agreement with respect to the interest to be transferred. Upon execution of such assignment and assumption agreement, the assigning Landlord shall be relieved of all liability accruing after the effective date of the assignment with respect to the interest so assigned and, without further action by any party, the Successor Landlord shall become a party to this Agreement.
11.5 If Tenant shall sublease any portion of the Premises or assign this Lease19.11. Every assignee and Sublessee hereunder, Tenant shall pay to Landlord fifty percent (50%) of any consideration received by Tenant (net of reasonable costs incurred by Tenant to effect any such assignment or sublet, such as advertising, brokerage, legal and construction expenses) from the subtenant or assignee, as the case may be, to the extent such consideration exceeds the Basic Annual Rent and Additional Rent payable hereunder.
11.6 Notwithstanding any assignment of this Lease or subletting of all or any part of the Demised Premises, whether made with or without Landlord's consent, the Tenant originally named herein, and each successor Tenantif not a natural person, shall be formed and remain jointly existing under the laws of a state, district or commonwealth of the United States of America.
19.12. Master Tenant shall not mortgage or otherwise encumber Master Tenant’s interest in this Agreement without the consent of the Landlord and severally liable for all obligations of Tenant hereunderthe Lender.
Appears in 1 contract
Sources: Master Lease Agreement (Jones Lang LaSalle Income Property Trust, Inc.)
ASSIGNMENT, SUBLETTING AND MORTGAGING. 11.1 Neither Tenant, nor Tenant's successors or assigns, shall (unless expressly permitted to do so) assign, mortgage, pledge or encumber this Lease, in whole or in part, or sublet the Demised Premises, in whole or in part, or permit the same or any portion thereof to be used or occupied by others, without the prior consent in writing and approval of credit by Landlord in each instance which consent shall not be unreasonably withheld, conditioned or delayed7.01. If this Lease be so assigned or transferred, or if all or any part of the Demised Premises be sublet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, transferee, subtenant or occupant, and apply the net amount collected Subject to the rent reserved hereinprovisions of this Article 7, but Tenant may (a) assign or otherwise transfer this lease or the term and estate hereby granted without Landlord’s consent, provided that no such assignment, subletting, occupancy or collection assignee of this lease shall be deemed a waiver of any agreementperson that is entitled to sovereign immunity, term, covenant or condition of this Lease, or and/or (b) for so long as a Citibank Tenant is the acceptance of the assignee, transferee, subtenant or occupant as tenant, or a release of Tenant from the performance or further performance by Tenant of the terms, covenants and conditions of this Lease, and Tenant shall continue to be liable tenant under this Lease. The consent by Landlord to an assignmentlease (but not otherwise), mortgage, pledge, encumbrance, transfer, management contract encumber or subletting shall not be construed to relieve Tenant from obtaining otherwise hypothecate this lease or the express consent Premises or any part thereof in writing of Landlord to any further assignment, mortgage, pledge, encumbrance, transfer, management contract or subletting. Landlord shall have the right to reasonably withhold its consent to an assignment or subletting, mortgage, pledge or other encumbrance. Notwithstanding anything to the contrary herein contained, an assignment of this Lease shall includemanner whatsoever (including, without limitation limitation, entering into any Leasehold Mortgage) without Landlord’s consent and/or (c) sublet the following: Premises or any part thereof (aincluding, without limitation, any portion of the roof) if and allow the same to be used, occupied and/or utilized by anyone other than Tenant at any time and from time to time without Landlord’s consent, provided and upon the condition that (i) this lease is in full force and effect, (ii) the sublease conforms with the provisions of Sections 7.06 and 7.07, (iii) no subtenant shall be a corporation person that is entitled to sovereign immunity, and fifty percent (50%iv) or more of its voting stock or all or substantially all its assets no sublease shall be sold, mortgaged, assigned, pledged, encumbered or otherwise transferred (other than as collateral security for a bona fide loan Prohibited Use. A list of subleases and other third party agreements that encumber the Real Property as of the date hereof is attached hereto as Schedule 3 (herein called “Current Occupancy Agreements”). Landlord acknowledges that Tenant is entitled to a bona fide lender) (and whether in one (1) single transaction or in more than one (1) successive transaction); or (b) if Tenant shall be a partnershipall revenue generated from the Current Occupancy Agreements as well as from any other subleases, limited liability companylicenses, joint venture, syndicate assignments or other group and agreements entered into by Tenant during the term of this lease with respect to all or any portion of the interest Real Property and Tenant acknowledges that it is responsible for all obligations of the lessor under the Current Occupancy Agreements, whether arising before or after the date of this lease. Anything contained in this Article 7 to the contrary notwithstanding but subject to the succeeding sentence, in no event shall Tenant or any subtenant (of any partner, member or other equity holder shall be sold or otherwise transferred (however this provision shall not, as to a corporation or other entity whose stock or other equity interests are publicly traded on a recognized stock exchange, be applicable to sales tier) of stock or other equity interests on such stock exchange). Notwithstanding the forgoing, Tenant may sublease or assign market all or a any portion of the Premises Office Floors to an affiliatethird parties for sublease, parent, subsidiary or operating division nor enter into any third-party sublease of Tenant, or to any entity acquiring all or substantially all of the Tenant’s assets or stock without Landlord’s approval. Tenant shall give Landlord notice of said sublease or assignment.
11.2 Any approved subtenant will be required to have the same financial capacity of that of the Tenant or otherwise be satisfactory to Landlord.
11.3 If Tenant shall desire to assign this Lease or sublet all or a any portion of an Office Floor for the Premises, Tenant shall submit to Landlord a written request for Landlord's consent to such assignment or subletting, which request shall include twelve (12) month period (herein called the following information: “Blackout Period”) commencing immediately after (a) the name and address of the proposed assignee or subtenant; date on which a Surrender Notice was given and/or (b) the date on which an Extension Election Notice with respect to the Option Two Extension Premises or the Option Three Extension Premises was given; it being understood and agreed that the foregoing shall not apply to any subleases to Affiliates of Tenant or with respect to any of the Current Occupancy Agreements. Notwithstanding the foregoing, in no event shall the Blackout Period exceed twenty-four (24) months in the case aggregate with respect to the Tranche 1 Surrender Space and twenty-four (24) months in the aggregate with respect to the Tranche 2 Surrender Space. For purposes of illustration and without limitation, if a proposed sublettingTranche 1 Surrender Notice was given on each of December 1, a description identifying 2009, January 1, 2010 and December 1, 2011, the space first Blackout Period would cover the period from December 1, 2009 to be sublet December 1, 2010 and the term of such subletting; second Blackout Period would cover the period January 1, 2010 to January 1, 2011, which nets to a thirteen month Blackout Period (c) i.e., December 1, 2009 to January 1, 2011). As such, the nature and character of third Blackout Period would only cover the business of the proposed assignee or subtenant; eleven month period from December 1, 2011 to November 1, 2011 (d) in the case of a proposed assignmenti.e., a current financial statement of the proposed subtenant or assignee; and (e) the proposed assignment or sublease24 months less 13 months).
11.4 Tenant, within twenty (20) days of its receipt of Landlord's request therefor, shall reimburse Landlord for all reasonable out-of-pocket costs incurred by Landlord in considering whether or not to consent, including reasonable attorney's fees and disbursements and the reasonable costs of making investigations regarding the proposed subtenant or assignee7.02. In the event Landlord grants its consent, but before the subtenant or assignee shall take possession, Tenant shall deliver to Landlord a fully-executed counterpart of the sublease or instrument of assignment.
11.5 If Tenant shall sublease any portion of the Premises or assign this Lease, Tenant shall pay to Landlord fifty percent (50%) of any consideration received by Tenant (net of reasonable costs incurred by Tenant to effect any such assignment or sublet, such as advertising, brokerage, legal and construction expenses) from the subtenant or assignee, as the case may be, to the extent such consideration exceeds the Basic Annual Rent and Additional Rent payable hereunder.
11.6 Notwithstanding any assignment For purposes of this Lease or subletting of all or any part of the Demised Premises, whether made with or without Landlord's consentlease, the Tenant originally named herein, and each successor Tenant, following terms shall be and remain jointly and severally liable for all obligations of Tenant hereunder.have the following meanings:
Appears in 1 contract
Sources: Lease Agreement (Citigroup Inc)
ASSIGNMENT, SUBLETTING AND MORTGAGING. 11.1 Neither Tenant, nor Tenant's successors or assigns, shall (unless expressly permitted to do so) assign, mortgage, pledge or encumber this Lease, in whole or in part, or sublet the Demised Premises, in whole or in part, or permit the same or any portion thereof to be used or occupied by others, without the prior consent in writing and approval of credit by Landlord in each instance which consent shall not be unreasonably withheld, conditioned or delayed. If this Lease be so assigned or transferred, or if all or any part of the Demised Premises be sublet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, transferee, subtenant or occupant, and apply the net amount collected to the rent reserved herein, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any agreement, term, covenant or condition of this Lease, or the acceptance of the assignee, transferee, subtenant or occupant as tenant, or a release of Tenant from the performance or further performance by Tenant of the terms, covenants and conditions of this Lease, and Tenant shall continue to be liable under this Lease. The consent by Landlord to an assignment, mortgage, pledge, encumbrance, transfer, management contract or subletting shall not be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment, mortgage, pledge, encumbrance, transfer, management contract or subletting. Landlord shall have the right to reasonably withhold its consent to an assignment or sublettingsubletting (except as provided in Section 11.5), mortgage, pledge or other encumbrance. Notwithstanding anything to the contrary herein contained, an assignment of this Lease shall include, without limitation the following: (a) if Tenant shall be a corporation and fifty percent (50%) or more of its voting stock or all or substantially all its assets shall be sold, mortgaged, assigned, pledged, encumbered or otherwise transferred (other than as collateral security for a bona fide loan to a bona fide lender) (and whether in one (1) single transaction or in more than one (1) successive transaction); or (b) if Tenant shall be a partnership, limited liability company, joint venture, syndicate or other group and all or any portion of the interest of any partner, member or other equity holder shall be sold or otherwise transferred (however this provision shall not, as to a corporation or other entity whose stock or other equity interests are publicly traded on a recognized stock exchange, be applicable to sales of stock or other equity interests on such stock exchange). Notwithstanding the forgoing, Tenant may sublease or assign all or a portion of the Premises to an affiliate, parent, subsidiary or operating division of Tenant, or to any entity acquiring all or substantially all of the Tenant’s assets or stock without Landlord’s approval. Tenant shall give Landlord notice of said sublease or assignment.
11.2 Any approved subtenant will be required to have the same financial capacity of that of the Tenant or otherwise be satisfactory to Landlord.
11.3 If Tenant shall desire to assign this Lease or sublet all or a portion of the Premises, Tenant shall submit to Landlord a written request for Landlord's consent to such assignment or subletting, which request shall include the following information: :
(a) the name and address of the proposed assignee or subtenant; (b) in the case of a proposed subletting, a description identifying the space to be sublet and the term of such subletting; (c) the nature and character of the business of the proposed assignee or subtenant; (d) in the case of a proposed assignment, a current financial statement of the proposed subtenant or assignee; and (e) the proposed assignment or sublease.
11.4 11.3 Tenant, within twenty (20) days of its receipt of Landlord's request therefor, shall reimburse Landlord for all reasonable out-of-pocket costs incurred by Landlord in considering whether or not to consent, including reasonable attorney's fees and disbursements and the reasonable costs of making investigations regarding the proposed subtenant or assignee. In the event Landlord grants its consent, but before the subtenant or assignee shall take possession, Tenant shall deliver to Landlord a fully-executed counterpart of the sublease or instrument of assignment.
11.5 11.4 If Tenant shall sublease any portion of the Premises or assign this Lease, Tenant shall pay to Landlord fifty one hundred percent (50100%) of any consideration received by Tenant (net of reasonable costs incurred by Tenant to effect any such assignment or sublet, such as advertising, brokerage, legal and construction expenses) from the subtenant or assignee, as the case may be, to the extent such consideration exceeds the Basic Annual Rent and Additional Rent payable hereunder.
11.6 11.5 Notwithstanding any assignment the provisions of this Section to the contrary:
(a) Tenant may assign this Lease in part or subletting of whole or sublet all or any part of the Demised Premises at any time to (i) a subsidiary of Tenant, (ii) the entity with which or into which Tenant has merged or consolidated, whether or not Tenant is the survivor of such merger or consolidation, provided that the net worth of the resulting entity is at least equal to $10,000,000, and provided further, the resulting entity maintains at least $2,000,000, in cash or other readily available funds (including borrowing capacity under an established line of credit) following any such merger or consolidation, (iii) any affiliate of Tenant, or (iv) the purchaser of substantially all of the assets of the operating division of Tenant using the Premises, whether made with or without the need for Landlord's consent, the Tenant originally named consent to such assignment or subletting. As used herein, "affiliate" shall mean any corporation, limited liability company, partnership, or person or group of persons (collectively, for the limited purpose of this Subsection 11.5(a) and, referred to as a "Person") that is directly or indirectly controlled by Tenant and each successor any person that is controlled by the same Person that controls Tenant, . The terms "controls" and "controlled by" shall be mean the ownership of and remain jointly and severally liable for all obligations the right to vote a majority of Tenant hereunderthe voting interest in the controlled Person.
Appears in 1 contract
ASSIGNMENT, SUBLETTING AND MORTGAGING. 11.1 Neither Tenant8.01. Tenant shall not, nor Tenant's successors whether voluntarily, involuntarily, or assignsby operation of law or otherwise (a) assign or otherwise transfer this Lease, shall (unless expressly permitted or offer or advertise to do so, (b) assign, mortgage, pledge or encumber this Lease, in whole or in part, or sublet the Demised Premises, in whole or in part, or permit the same or any portion thereof to be used or occupied by others, without the prior consent in writing and approval of credit by Landlord in each instance which consent shall not be unreasonably withheld, conditioned or delayed. If this Lease be so assigned or transferred, or if all Premises or any part of thereof, or offer or advertise to do so, or allow the Demised Premises same to be sublet used, occupied or occupied utilized by anybody anyone other than Tenant, Landlord may collect rent from the assignee, transferee, subtenant or occupant, and apply the net amount collected to the rent reserved herein, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any agreement, term, covenant or condition of this Lease, or the acceptance of the assignee, transferee, subtenant or occupant as tenant, or a release of Tenant from the performance or further performance by Tenant of the terms, covenants and conditions of this Lease, and Tenant shall continue to be liable under this Lease. The consent by Landlord to an assignment, (c) mortgage, pledge, encumbranceencumber or otherwise hypothecate this Lease or the Premises or any part thereof in any manner whatsoever, without in each instance obtaining the prior consent of Landlord and all Superior Mortgagees.
(a) If and so long as Tenant is a corporation or a partnership, the following shall be deemed to be an assignment of this Lease under Section 8.01 prohibited by said Section unless Tenant obtains the prior consent of Landlord and all Superior Mortgagees (which Landlord shall undertake to obtain, provided Landlord has not rejected such proposed assignment or exercised its rights under Section 8.07 hereof): one or more sales or transfers of stock or partnership interests, voluntarily, involuntarily, by operation of law or otherwise, or the issuance of new stock or partnership interests, by which an aggregate of more than 50% of Tenant's stock or partnership interests shall be vested in a party or parties who are not stockholders or partners as of the date hereof. This Section shall not apply to transactions with a corporation or partnership into or with which Tenant is merged or consolidated or to which substantially all of Tenant's assets are transferred or any affiliate of Tenant if (a) the successor to Tenant has a tangible net worth computed in accordance with generally accepted accounting principles at least equal to the greater of (i) the tangible net worth of Tenant immediately prior to such merger, consolidation or transfer, management contract or subletting (ii) the tangible net worth on the date of this Lease of the original Tenant herein named, and (b) proof satisfactory to Landlord of such tangible net worth is delivered to Landlord at least 10 days prior to the effective date of any such transaction. The provisions of this Sec- tion shall not be construed to relieve Tenant from obtaining the express consent in writing of Landlord apply to any further assignmentstock or partnership interests listed on a national securities exchange (as defined in the Securities Exchange Act of 1934, mortgageas amended) or is traded in the over-the-counter market with quotations reported by the National Association of Securities Dealers through its automated system for reporting quotations.
(b) Notwithstanding anything to the contrary contained in Section 8.01, pledgebut subject to the provisions of Sections 8.13 and 8.15, encumbrance, transfer, management contract or subletting. Landlord Tenant shall have the right to reasonably withhold its consent sublet the Premises to an assignment any affiliate of Tenant without Landlord's consent, upon written notice to Landlord to be accompanied by a conformed or subletting, mortgage, pledge or other encumbrancephotostatic copy of the proposed sublease. Notwithstanding anything to For the contrary herein contained, an assignment purposes of this Lease Section 8.02, the term "affiliate of Tenant" shall includemean (i) any corporation which, without limitation the following: directly or indirectly, controls, is controlled by or is under common control with, Tenant, and (aii) if Tenant shall be a corporation and fifty percent (50%) or more of its voting stock or all or substantially all its assets shall be sold, mortgaged, assigned, pledged, encumbered or otherwise transferred (other than as collateral security for a bona fide loan to a bona fide lender) (and whether in one (1) single transaction or in more than one (1) successive transaction); or (b) if Tenant shall be a partnership, limited liability company, any joint venture, syndicate partnership or other group similar entity controlled by Tenant; and all or any portion of the interest of any partnerterm "control" shall mean, member or other equity holder shall be sold or otherwise transferred (however this provision shall not, as to a corporation or other entity whose stock or other equity interests are publicly traded on a recognized stock exchange, be applicable to sales of stock or other equity interests on such stock exchange). Notwithstanding the forgoing, Tenant may sublease or assign all or a portion of the Premises to an affiliate, parent, subsidiary or operating division of Tenant, or to any entity acquiring all or substantially all of the Tenant’s assets or stock without Landlord’s approval. Tenant shall give Landlord notice of said sublease or assignment.
11.2 Any approved subtenant will be required to have the same financial capacity of that of the Tenant or otherwise be satisfactory to Landlord.
11.3 If Tenant shall desire to assign this Lease or sublet all or a portion of the Premises, Tenant shall submit to Landlord a written request for Landlord's consent to such assignment or subletting, which request shall include the following information: (a) the name and address of the proposed assignee or subtenant; (b) in the case of a proposed sublettingcorporation, a description identifying the space to be sublet and the term ownership, directly or indirectly, of such subletting; (c) the nature and character more than 50% of each class of the business of the proposed assignee or subtenant; (d) voting stock, and in the case of a proposed assignmentjoint venture or partnership or similar entity, a current financial statement ownership, directly or indirectly, of more than 50% of all of the proposed subtenant or assignee; and (e) the proposed assignment or subleaseinterests therein.
11.4 Tenant, within twenty (20) days of its receipt of Landlord's request therefor, shall reimburse Landlord for all reasonable out-of-pocket costs incurred by Landlord in considering whether or not to consent, including reasonable attorney's fees and disbursements and the reasonable costs of making investigations regarding the proposed subtenant or assignee. In the event Landlord grants its consent, but before the subtenant or assignee shall take possession, Tenant shall deliver to Landlord a fully-executed counterpart of the sublease or instrument of assignment.
11.5 If Tenant shall sublease any portion of the Premises or assign this Lease, Tenant shall pay to Landlord fifty percent (50%) of any consideration received by Tenant (net of reasonable costs incurred by Tenant to effect any such assignment or sublet, such as advertising, brokerage, legal and construction expenses) from the subtenant or assignee, as the case may be, to the extent such consideration exceeds the Basic Annual Rent and Additional Rent payable hereunder.
11.6 Notwithstanding any assignment of this Lease or subletting of all or any part of the Demised Premises, whether made with or without Landlord's consent, the Tenant originally named herein, and each successor Tenant, shall be and remain jointly and severally liable for all obligations of Tenant hereunder."
Appears in 1 contract
Sources: Lease (Applied Microbiology Inc)
ASSIGNMENT, SUBLETTING AND MORTGAGING. 11.1 Neither Tenant(a) Except as otherwise expressly provided in this Article 11, nor Tenant's successors Tenant shall not, whether voluntarily, involuntarily, or assignsby operation of law or otherwise, shall (unless expressly permitted to do soa) assign, mortgage, pledge assign or encumber otherwise transfer this Lease, in whole or in part, or (b) sublet the Demised Premises, in whole Premises or in partany part thereof, or permit allow the same or any portion thereof to be used used, occupied or occupied utilized by othersanyone other than Tenant, or (c) mortgage, pledge, encumber or otherwise hypothecate this Lease in any manner whatsoever, without the prior consent in writing and approval of credit by Landlord in each instance which obtaining the prior written consent shall of Landlord.
(b) Landlord agrees not be to unreasonably withheldwithhold, conditioned condition or delayed. If this Lease be so assigned or transferred, or if delay its consent to the subletting of all or any a part of the Demised Premises or an assignment of this Lease. In determining reasonableness, Landlord may take into consideration all relevant factors surrounding the proposed sublease and assignment, including, without limitation, the following: (i) the business reputation of the proposed assignee or subtenant and its officers or directors; (ii) the nature of the business and the proposed use of the Demised Premises by the proposed assignee or subtenant; (iii) whether the proposed assignee or subtenant is then a tenant (or subsidiary, affiliate or parent of a tenant) of other property owned or managed by Landlord or its affiliates; (iv) the financial condition of the proposed assignee or subtenant; and (v) the extent to which the proposed assignee or subtenant and Tenant provide Landlord with assurances reasonably satisfactory to Landlord as to the satisfaction of Tenant’s obligations hereunder. In any event, at no time shall there be more than six (6) subtenants of the Demised Premises permitted.
(c) In the event the Demised Premises are sublet or this Lease is assigned pursuant to this Article 11.01, Tenant shall pay to Landlord as an Additional Charge, as and when received, the following amounts less the actual reasonable expenses incurred by Tenant in connection with such assignment or subletting, as substantiated by Tenant, in writing, to Landlord’s reasonable satisfaction, which such expenses may include, without limitation, (a) reasonable brokerage fees, (b) reasonable legal fees, (c) reasonable costs for advertising, (d) the unamortized cost of Tenant’s leasehold improvements, including Tenant’s Work, and (e) the reasonable (consistent with market conditions) costs of alterations to prepare the Demised Premises for such subletting or assignment or work allowances in lieu thereof and free rent periods reasonably incurred by Tenant in connection with such assignment or subletting, as the case may be: (i) in the case of an assignment, an amount equal to fifty percent (50%) of all sums and other consideration paid to Tenant by the assignee for or by reason of such assignment, and (ii) in the case of a sublease, fifty percent (50%) of any rents, additional charge or other consideration payable under the sublease to Tenant by the subtenant which is in excess of the Fixed Rent and Additional Charges accruing during the term of the sublease in respect of the subleased space (at the rate per square foot payable by Tenant hereunder) pursuant to the terms hereof. Landlord expressly acknowledges and agrees that Tenant will and shall be permitted to offer the use of the Demised Premises to vendors, clients or customers of Tenant (or an affiliate of Tenant) (collectively, the “Collocates”) for a fee without Landlord’s further consent and at no charge and any such use shall not be treated as a sublease of this Lease (including, without limitation, the profit sharing provisions of this Section). Landlord agrees, upon written request by Tenant, to deliver copies of any notices of default it delivers to Tenant to not more than three (3) Collocates designated by Tenant simultaneously with the delivery thereof to Tenant and to allow such Collocates, either individually or collectively, to cure the default which is the subject of Landlord’s notice (in full if the default is of a monetary nature) within the time period afforded Tenant to cure such default. It is expressly understood and agreed by Tenant (who shall advise any Collocate who is so designated to receive Landlord’s default notice), that Landlord’s agreement to provide such notice shall not constitute Landlord’s acknowledgment of, nor agreement or consent to, any direct relationship or sublease relationship between Landlord and any Collocate nor is same intended to provide any Collocate with any rights under this Lease except as expressly provided herein. Tenant and its Collocates hereby acknowledge and agree that Landlord is not recognizing any Collocate, nor is Landlord agreeing to non-disturb any Collocate, and that the rights of any Collocate to occupy the Demised Premises shall at all times remain subject to and subordinate to the terms of this Lease.
11.02. If at any time (a) the original Tenant named herein, (b) the then Tenant, (c) any Guarantor, or (d) any Person owning a majority of the voting stock of, or directly or indirectly controlling the then Tenant, shall be a corporation or partnership, any transfer of voting stock or partnership interest resulting in the person(s) who shall have owned a majority of such corporation’s shares of voting stock or the general partners’ interest in such partnership, as the case may be, immediately before such transfer, ceasing to own a majority of such shares of voting stock or general partner’s interest, as the case may be, except as the result of transfers by inheritance, shall be deemed to be an assignment of this Lease as to which Landlord’s consent shall have been required, and in any such event Tenant shall notify Landlord (except that the foregoing shall not apply with respect to the transfer of the outstanding voting stock of any corporation which is listed on a national securities exchange (as defined in the Securities Exchange Act of 1934, as amended) or is traded in the over-the-counter market with quotations reported by the National Association of Securities Dealers through its automated system for reporting quotations). Further, and notwithstanding anything contained in this Lease to the contrary, the provisions of Article 11.01 shall not apply to transfers to (i) a corporation or other legal entity into or with which the then Tenant is merged or consolidated, or (ii) any corporation or other legal entity which controls or is controlled by the then Tenant or is under common control with the then Tenant, or (iii) a corporation or other legal entity into or with which substantially all of the then Tenant’s assets or stock (or other equity interests) are transferred, provided, however, proposed assignments to a purchaser of less than substantially all of Tenant’s assets (including, by way of example, the sale of Tenant’s assets as it relates solely to the business conducted at the Demised Premises) shall be governed by Article 11.01 (exclusive of subparagraph 11.01 (b) (iii), which shall not be applicable to proposed assignments to a purchaser of less than substantially all of Tenant’s assets ), and provided further, with respect to proposed assignments to a purchaser of less than substantially all of Tenant’s assets, the requirements of subparagraphs 11.01 (b)(iv) and (v) shall be deemed satisfied if the proposed successor to Tenant has a net worth computed in accordance with generally accepted accounting principles at least equal to the greater of (a) the net worth of the original Tenant on the date of this Lease or (b) the net worth of Tenant immediately prior to the transfer, and (ii) proof satisfactory to Landlord of such net worth shall have been delivered to Landlord at least 10 days prior to the effective date of any such transaction. For the purposes of this Section, the words “voting stock” shall refer to shares of stock regularly entitled to vote for the election of directors of the corporation. Landlord shall have the right at any time and from time to time during the Term to inspect the stock record books of the corporation to which the provisions of this Section 11.02 apply, and Tenant will produce the same on request of Landlord.
11.03. If this Lease is assigned, whether or not in violation of this Lease, Landlord may collect rent from the assignee. If the Demised Premises or any part thereof are sublet or used or occupied by anybody other than Tenant, whether or not in violation of this Lease, Landlord may may, after default by Tenant, and expiration of Tenant’s time to cure such default, collect rent from the assignee, transferee, subtenant or occupant. In either event, and Landlord may apply the net amount collected to the rent reserved hereinRent, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any agreement, term, covenant of the provisions of Section 11.01 or condition of this LeaseSection 11.02, or the acceptance of the assignee, transferee, subtenant or occupant as tenant, or a release of Tenant from the performance or further performance by Tenant of the terms, covenants and conditions of this Lease, and Tenant shall continue to be liable Tenant’s obligations under this Lease. The consent by Landlord to an any assignment, mortgagemortgaging, pledge, encumbrance, transfer, management contract subletting or subletting use or occupancy by others shall not in any way be construed considered to relieve Tenant from obtaining the express written consent in writing of Landlord to any other or further assignment, mortgagemortgaging or subletting or use or occupancy by others not expressly permitted by this Article 11. References in this Lease to use or occupancy by others (that is, pledgeanyone other than Tenant) shall not be construed as limited to subtenants and those claiming under or through subtenants but shall be construed as including also licensees and others claiming under or through Tenant, encumbrance, immediately or remotely.
11.04. Any permitted assignment or transfer, management contract whether made with Landlord’s consent pursuant to Section 11.01 or sublettingwithout Landlord’s consent if permitted by Section 11.02, shall be made only if, and shall not be effective until, the assignee shall execute, acknowledge and deliver to Landlord an agreement in form and substance reasonably satisfactory to Landlord whereby the assignee shall assume Tenant’s obligations under this Lease and whereby the assignee shall agree that all of the provisions in this Article 11 shall, notwithstanding such assignment or transfer, continue to be binding upon it in respect to all future assignments and transfers. Notwithstanding any assignment or transfer, whether or not in violation of the provisions of this Lease, and notwithstanding the acceptance of Rent by Landlord from an assignee, transferee, or any other party, the original Tenant and any other person(s) who at any time was or were Tenant shall remain fully liable for the payment of the Rent and for Tenant’s other obligations under this Lease.
11.05. The liability of the original named Tenant and any other Person(s) (including but not limited to any Guarantor) who at any time are or become responsible for Tenant’s obligations under this Lease shall not be discharged, released or impaired by any agreement extending the time of, or modifying any of the terms or obligations under this Lease, or by any waiver or failure of Landlord to enforce, any of this Lease.
11.06. Notwithstanding anything contained in this Lease to the contrary, Landlord shall have the absolute right to reasonably withhold its consent to an assignment or sublettingsubletting to a Person who is otherwise a tenant or occupant of a building owned or managed by Landlord or its affiliated entities, mortgageprovided, pledge or other encumbrance. Notwithstanding anything however, that the terms of this Article 11.06 shall not apply to the contrary herein containedtransactions described in Section 11.02.
11.07. Without limiting any of the provisions of Article 24, an assignment of if pursuant to the Federal Bankruptcy Code (or any similar law hereafter enacted having the same general purpose), Tenant is permitted to assign this Lease shall includenotwithstanding the restrictions contained in this Lease, without limitation the following: (a) if Tenant adequate assurance of future performance by an assignee expressly permitted under such Code shall be a corporation and fifty percent (50%) or more deemed to mean the deposit of its voting stock or all or substantially all its assets shall be sold, mortgaged, assigned, pledged, encumbered or otherwise transferred (other than as collateral cash security for a bona fide loan in an amount equal to a bona fide lender) (and whether in the sum of one (1) single transaction or year’s Fixed Rent plus an amount equal to the Additional Charges for the Calendar Year preceding the year in more than one (1) successive transaction); or (b) if Tenant which such assignment is intended to become effective, which deposit shall be a partnership, limited liability company, joint venture, syndicate or other group and all or any portion held by Landlord for the balance of the interest of any partnerTerm, member or other equity holder shall be sold or otherwise transferred (however this provision shall notwithout interest, as security for the full performance of all of Tenant’s obligations under this Lease, to a corporation be held and applied in the manner specified for security in Article 8.
11.08. Tenant may, at any time and from time to time, without Landlord’s consent, assign Tenant’s interest in any leasehold improvements made by or other entity whose stock or other equity interests are publicly traded on a recognized stock exchange, be applicable to sales of stock or other equity interests on such stock exchange). Notwithstanding the forgoing, Tenant may sublease or assign all or a portion of the Premises to an affiliate, parent, subsidiary or operating division behalf of Tenant, or and/or any trade fixtures, furnishings, trade equipment, inventory and personal property within the Demised Premises owned by Tenant, for the purposes of securing financing, provided such security interest shall be subject to the terms and conditions of this Lease. Landlord’s agreement to the foregoing shall not be deemed nor shall same be construed as a waiver by Landlord of any entity acquiring all or substantially all of the lien which Landlord may by law be entitled to assert against Tenant’s assets or stock without Property (a “Landlord’s approvalLien”) and Tenant, for itself and any party claiming by, through or under Tenant, hereby expressly acknowledges that Landlord is not waiving such Landlord’s Lien. Tenant shall give Landlord notice Upon request of said sublease or assignment.
11.2 Any approved subtenant will be required Tenant, and subject to have the same financial capacity execution of that of the Tenant or otherwise be an agreement in form and substance reasonably satisfactory to Landlord.
11.3 If Tenant , Tenant, and any entity seeking to secure such financing (a “Lender”) (which agreement shall desire provide, subject to assign this Lease commercially reasonable terms mutually acceptable to Landlord and the Lender, inter alia, (i) for Landlord’s subordination of any and all contractual, statutory or sublet all common law rights to Tenant’s personal property, equipment, inventory and trade fixtures, (ii) a mechanism whereby Lender may enter the Demised Premises to seize Tenant’s personal property, equipment, inventory and trade fixtures and/or to hold a public auction or a portion private sale of the Premisessame, and (iii) that Landlord to give Lender a copy of all notices of default sent to Tenant and permitting Lender to cure such default), Landlord shall submit subordinate Landlord’s Lien on Tenant’s trade fixtures, furnishing, trade equipment, inventory and personal property to Landlord a written request for Landlord's consent to such assignment or subletting, which request shall include the following information: (a) the name and address interests of the proposed assignee or subtenant; (b) in the case of a proposed subletting, a description identifying the space entity seeking to be sublet and the term of secure such subletting; (c) the nature and character of the business of the proposed assignee or subtenant; (d) in the case of a proposed assignment, a current financial statement of the proposed subtenant or assignee; and (e) the proposed assignment or subleasefinancing.
11.4 Tenant, within twenty (20) days of its receipt of Landlord's request therefor, shall reimburse Landlord for all reasonable out-of-pocket costs incurred by Landlord in considering whether or not to consent, including reasonable attorney's fees and disbursements and the reasonable costs of making investigations regarding the proposed subtenant or assignee. In the event Landlord grants its consent, but before the subtenant or assignee shall take possession, Tenant shall deliver to Landlord a fully-executed counterpart of the sublease or instrument of assignment.
11.5 If Tenant shall sublease any portion of the Premises or assign this Lease, Tenant shall pay to Landlord fifty percent (50%) of any consideration received by Tenant (net of reasonable costs incurred by Tenant to effect any such assignment or sublet, such as advertising, brokerage, legal and construction expenses) from the subtenant or assignee, as the case may be, to the extent such consideration exceeds the Basic Annual Rent and Additional Rent payable hereunder.
11.6 Notwithstanding any assignment of this Lease or subletting of all or any part of the Demised Premises, whether made with or without Landlord's consent, the Tenant originally named herein, and each successor Tenant, shall be and remain jointly and severally liable for all obligations of Tenant hereunder.
Appears in 1 contract
Sources: Lease Agreement (Switch & Data Facilities Company, Inc.)
ASSIGNMENT, SUBLETTING AND MORTGAGING. 11.1 Neither Tenant(a) Notwithstanding any provisions of the Lease to the contrary, nor Tenant's successors Sublessee shall not, without the prior written consent of Landlord and Sublessor (i) mortgage or assigns, shall (unless expressly permitted to do so) assign, mortgage, pledge or otherwise encumber this Lease, in whole or in part, or sublet the Demised Subleased Premises, in whole or in part, or permit (ii) assign this Sublease or sublet the same Subleased Premises, in whole or any portion thereof in part. Any transfer, by operation of law or otherwise, of Sublessee's interest in this Sublease (in whole or in part) or of a fifty percent (50%) or greater interest in Sublessee (whether stock or partnership interest or by merger or consolidation or otherwise), other than in connection with a transfer to "Guarantor" (as hereinafter defined) in furtherance of a merger between Sublessee and Guarantor, shall be used or occupied by others, deemed an assignment of this Sublease within the meaning of this Article.
(b) If without the prior Sublessor's written consent in writing and approval of credit by Landlord in each instance which consent shall not be unreasonably withheld, conditioned or delayed. If this Lease be so assigned or transferredSublease is assigned, or if all or any part of the Demised Subleased Premises be are sublet or occupied by anybody anyone other than TenantSublessee, Landlord Sublessor may collect accept the rent from the such assignee, transferee, subtenant Sublessee or occupant, and apply the net amount collected thereof to the rent reserved hereinherein reserved, but no such assignment, subletting, occupancy or acceptance of rent shall be deemed a waiver of Section (a) of this Article. Consent by Sublessor to an assignment or subletting shall not (i) relieve Sublessee from the obligation to obtain Landlord's consent to such assignment or subletting in accordance with the applicable provisions set forth in the Lease, or (ii) relieve Sublessee from the obligation to obtain Sublessor's written consent to any further assignment or subletting.
(c) If this Sublease be assigned or if the Subleased Premises or any part thereof be further sublet or occupied by anybody other than Sublessee, Sublessor may, after default by Sublessee, collect rent from the assignee, Sublessee or occupant, and, if Sublessor does so, it shall apply the net amount collected to the fixed rent, additional rent and other charges herein reserved, but no such assignment, subletting occupancy or collection shall be deemed a waiver of any agreement, term, covenant or condition of Sublessee's covenants under this LeaseArticle, or the acceptance by Sublessor of the assignee, transferee, subtenant Sublessee or occupant as tenant, tenant hereunder or a release of Tenant Sublessee from the performance or further performance by Tenant Sublessee of any of the terms, covenants and conditions of this Lease, and Tenant shall continue Sublease on the part of Sublessee to be liable under this Lease. The consent by Landlord to an assignment, mortgage, pledge, encumbrance, transfer, management contract or subletting shall not be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment, mortgage, pledge, encumbrance, transfer, management contract or subletting. Landlord shall have the right to reasonably withhold its consent to an assignment or subletting, mortgage, pledge or other encumbrance. Notwithstanding anything to the contrary herein contained, an assignment of this Lease shall include, without limitation the following: (a) if Tenant shall be a corporation and fifty percent (50%) or more of its voting stock or all or substantially all its assets shall be sold, mortgaged, assigned, pledged, encumbered or otherwise transferred (other than as collateral security for a bona fide loan to a bona fide lender) (and whether in one (1) single transaction or in more than one (1) successive transaction); or (b) if Tenant shall be a partnership, limited liability company, joint venture, syndicate or other group and all or any portion of the interest of any partner, member or other equity holder shall be sold or otherwise transferred (however this provision shall not, as to a corporation or other entity whose stock or other equity interests are publicly traded on a recognized stock exchange, be applicable to sales of stock or other equity interests on such stock exchange). Notwithstanding the forgoing, Tenant may sublease or assign all or a portion of the Premises to an affiliate, parent, subsidiary or operating division of Tenant, or to any entity acquiring all or substantially all of the Tenant’s assets or stock without Landlord’s approval. Tenant shall give Landlord notice of said sublease or assignment.
11.2 Any approved subtenant will be required to have the same financial capacity of that of the Tenant or otherwise be satisfactory to Landlord.
11.3 If Tenant shall desire to assign this Lease or sublet all or a portion of the Premises, Tenant shall submit to Landlord a written request for Landlord's consent to such assignment or subletting, which request shall include the following information: (a) the name and address of the proposed assignee or subtenant; (b) in the case of a proposed subletting, a description identifying the space to be sublet and the term of such subletting; (c) the nature and character of the business of the proposed assignee or subtenant; (d) in the case of a proposed assignment, a current financial statement of the proposed subtenant or assignee; and (e) the proposed assignment or sublease.
11.4 Tenant, within twenty (20) days of its receipt of Landlord's request therefor, shall reimburse Landlord for all reasonable out-of-pocket costs incurred by Landlord in considering whether or not to consent, including reasonable attorney's fees and disbursements and the reasonable costs of making investigations regarding the proposed subtenant or assignee. In the event Landlord grants its consent, but before the subtenant or assignee shall take possession, Tenant shall deliver to Landlord a fully-executed counterpart of the sublease or instrument of assignment.
11.5 If Tenant shall sublease any portion of the Premises or assign this Lease, Tenant shall pay to Landlord fifty percent (50%) of any consideration received by Tenant (net of reasonable costs incurred by Tenant to effect any such assignment or sublet, such as advertising, brokerage, legal and construction expenses) from the subtenant or assignee, as the case may be, to the extent such consideration exceeds the Basic Annual Rent and Additional Rent payable performed hereunder.
11.6 Notwithstanding any assignment of this Lease or subletting of all or any part of the Demised Premises, whether made with or without Landlord's consent, the Tenant originally named herein, and each successor Tenant, shall be and remain jointly and severally liable for all obligations of Tenant hereunder.
Appears in 1 contract
Sources: Sublease Agreement (Vizacom Inc)
ASSIGNMENT, SUBLETTING AND MORTGAGING. 11.1 Neither Tenant21.1 Subtenant shall not, whether voluntarily, involuntarily or by operation of law, in any manner or by reason of any act or omission on the part of Subtenant or any party acting by or through Subtenant (a) assign or otherwise transfer this Sublease or the term or estate hereby granted, nor Tenant's successors (b) sublet or assignsunderlet all or any part of the Subleased Premises, shall nor (unless expressly permitted c) permit the Subleased Premises or any desk space therein to do sobe occupied by any person(s) assignother than Subtenant or its employees, nor (d) mortgage, pledge or encumber this Sublease or all or part of the Subleased Premises without first obtaining:
(i) Overlandlord’s consent or Master Landlord’s consent or both, if required, and all other required consents to such assignment or subletting as set forth in and pursuant to the terms of the Primary Lease Documents, and
(ii) except as provided in Sections 21.3 and 21.4 hereof, Sublandlord’s consent. Notwithstanding anything contained in this Section, in the event Subtenant desires Sublandlord’s consent to an assignment of this Sublease or an underletting of all or part of the Subleased Premises, Subtenant by notice in writing shall notify Sublandlord of the name of the proposed assignee or undertenant, furnish such information as to the proposed assignee’s or undertenant’s financial responsibility and standing as Sublandlord may reasonably require and advise Sublandlord of all of the material terms and provisions contained in the proposed assignment or underlease, and furnish such other information and documents to Sublandlord as would be required under the Primary Lease Documents upon a proposed subletting or assignment by the tenant thereunder.
21.2 Sublandlord covenants not to unreasonably withhold, condition or delay its consent to a proposed assignment or underletting by Subtenant of the Subleased Premises to the proposed assignee or undertenant on the terms and provisions set forth in the notice to Sublandlord referred to in this Article; provided, however, that Sublandlord shall not in any event be obligated to consent to any such proposed assignment or underletting unless:
(i) the proposed assignee or undertenant has adequate financial net worth and credit considering the responsibilities involved and is engaged in a business permitted pursuant to the terms of this Sublease;
(ii) the proposed assignee or undertenant is, in Sublandlord’s reasonable judgment, a reputable party;
(iii) there shall be no monetary or material non-monetary default by Subtenant under any of the terms, covenants and conditions of this Sublease at the time that Sublandlord’s consent to any such assignment or underletting is requested and on the effective date of the assignment or the proposed underlease;
(iv) Subtenant shall reimburse Sublandlord for any reasonable expenses that may be incurred by Sublandlord in connection with the proposed assignment or underlease, including without limitation the reasonable costs of making investigations as to the acceptability of a proposed assignee or undertenant, any amounts payable under the O▇▇▇▇▇▇▇▇ and Master Lease as a result of such actual or proposed assignment or underletting and reasonable legal expenses incurred in connection with the granting of any requested consent to the assignment or underlease;
(v) any such assignee or sub-subtenant shall consent, in writing, to the exclusive jurisdiction of the courts of New York State and the Federal courts located in the County of New York, State of New York; and
(vi) Subtenant and such assignee shall be jointly and severally liable for all obligations to be performed thereafter under this Sublease.
21.3 Notwithstanding anything to the contrary in this Article, provided First Albany Capital, Inc. is the subtenant hereunder and subject to the terms and conditions hereinafter set forth, Subtenant shall have the right upon notice to Sublandlord, but not contingent upon the consent of Sublandlord, to sub-sublet all or any portion of the Subleased Premises or to assign this Sublease to a “Subtenant Related Entity”, which shall mean a corporation, partnership, limited liability company or other entity which shall have at least fifty-one percent (51%) of the voting securities or equity interests of such sub-subtenant or assignee, directly or indirectly, owned, beneficially or of record, by First Albany Capital, Inc. or First Albany Companies, Inc. and management of which shall be controlled, directly or indirectly, by First Albany Capital, Inc. or First Albany Companies, Inc. (provided First Albany Companies, Inc. owns at least 51% of the voting securities and other equity interests of First Albany Capital, Inc., and controls its management). Any permitted subletting or assignment to a Subtenant Related Entity shall be upon the condition that (i) Overlandlord’s consent or Master Landlord’s consent or both, as required, and all other required consents to such assignment or subletting as set forth in and pursuant to the terms of the Primary Lease Documents and the Consents are obtained and delivered to Sublandlord prior to the commencement date of any such sublease or assignment; (ii) any such assignee or sub-subtenant shall use the Subleased Premises or such portion thereof only as permitted under this Sublease, (iii) such Subtenant Related Entity shall be of a character, be engaged in a business, and propose to use the Subleased Premises in a manner in keeping with the standards of the other tenancies in the Building, and (iv) any such assignee or sub-subtenant shall consent, in writing, to the exclusive jurisdiction of the courts of New York State and the Federal courts located in the County of New York, State of New York. Subtenant shall, within ten (10) business days after execution thereof, deliver to Sublandlord, (A) if an assignment, instruments, duly executed by the assignee and Subtenant, in which such assignee shall assume the observance and performance of, and agree to be personally bound by, all of the obligations of Subtenant under this Sublease, (B) if a sub-sublease, a duplicate original sub-sublease, duly executed by Subtenant and the sub-subtenant and (C) a copy of Overlandlord’s and Master Landlord’s written consent to such assignment or sub-sublease, to the extent required under the Primary Lease Documents and the Consents.
21.4 Notwithstanding anything contained in this Section to the contrary, Subtenant shall have the right, without Sublandlord’s consent but otherwise subject to the provisions of this Sublease, the O▇▇▇▇▇▇▇▇ and the Master Lease, in whole to assign this Sublease or in part, or sub-sublet the Demised Premises, in whole or in part, or permit the same Subleased Premises or any portion thereof to any entity (a) into which or with which Subtenant is merged or consolidated, in accordance with applicable statutory provisions for the merger or consolidation, provided that by operation of law or by the instruments of merger or consolidation, the liabilities of the entities participating in such merger or consolidation are assumed by the entity surviving such merger or consolidation, or (b) which is purchaser of all or substantially all of Subtenant’s assets (provided such purchaser shall have assumed all or substantially all of Subtenant’s liabilities including those under this Sublease) (each a “Successor”), provided that no monetary or material non-monetary default shall have occurred and be used continuing and further provided that, in either case, such transaction be for a valid corporate purpose and not to circumvent the other provisions of this Sublease, and immediately after giving effect thereto, the Successor shall have a net worth, as determined in accordance with generally accepted accounting principles, at least equal to the net worth, similarly determined, of Subtenant immediately prior to such transaction. Subtenant and such Successor shall be jointly and severally liable for all obligations to be performed thereafter under this Sublease. Notice of such assignment or occupied sub-sublease shall be given to Sublandlord within ten (10) business days after the effective date thereof.
21.5 Any permitted subletting shall end no later than one (1) day before the Sublease Expiration Date and shall not be for a term of less than one (1) year. Subtenant shall reimburse Overlandlord, Master Landlord and Sublandlord within five (5) business days after notice for any reasonable costs that may be incurred by othersany of them in connection with any permitted assignment or sublease, including, without being limited to, any processing fees payable to Overlandlord or Master Landlord or both (and, if Sublandlord’s consent is required hereunder, Sublandlord’s) reasonable attorneys’ fees and disbursements and the costs of making investigations as to the acceptability of the proposed subtenant.
21.6 If this Sublease be assigned or if the Subleased Premises be sub-sublet (whether or not Sublandlord, Overlandlord or Master Landlord shall have consented thereto), Sublandlord, after default by Subtenant in its obligations hereunder, may collect rent from the assignee or subtenant and apply the net amount collected to the Rental herein reserved, but no such assignment or sub-subletting or collection of rent shall be deemed a waiver of the covenant set forth in this Article, or the acceptance of the assignee or subtenant as a tenant, or a release of Subtenant from the further performance and observance by Subtenant of the covenants, obligations and agreements on the part of Subtenant to be performed or observed herein. The consent by Sublandlord, Overlandlord or Master Landlord to an assignment, sale, pledge, transfer, mortgage or sub-subletting shall not in any way be construed to relieve Subtenant from obtaining the express consent in writing, to the extent required by this Sublease, any of the Primary Lease Documents or the Consents, of Sublandlord, Overlandlord or Master Landlord to any further assignment, sale, pledge, transfer, mortgage or sub-subletting.
21.7 Except as set forth above, either a transfer (including the issuance of treasury stock or the creation and issuance of new stock) of a controlling interest in the shares of Subtenant (if Subtenant is a corporation, other than a professional corporation, or trust) or a transfer of a majority of the total interest in Subtenant (if Subtenant is a partnership) at any one time or over a period of time through a series of transfers, shall be deemed an assignment of this Sublease and shall be subject to all of the provisions of this Sublease, including, without limitation, the requirements that Subtenant obtain Sublandlord’s prior consent thereto. The transfer of shares of Subtenant (if Subtenant is a corporation or trust) for purposes of this Section shall not include the sale of shares by persons other than those deemed “insiders” within the meaning of the Securities Exchange Act of 1934, as amended, which sale is effected through the “over-the-counter market” or through any recognized stock exchange.
21.8 Sublandlord shall be entitled to receive from Subtenant (as and when received by Subtenant) as an item of additional rent, fifty percent (50%) of all amounts received by Subtenant from any sub-subtenant or assignee in writing excess of the amounts payable by Subtenant to Sublandlord hereunder (hereinafter the “Transfer Premium”), as and approval when paid by such assignee or undertenant. The Transfer Premium shall be reduced by the reasonable transaction costs actually paid by Subtenant in order to assign this Sublease or to sub-sublet a portion of credit by Landlord in each instance the Subleased Premises, provided that Subtenant provides Sublandlord with a detailed breakdown of all transaction costs associated with such assignment or subletting at the time Subtenant obtains Sublandlord’s consent and Sublandlord consents to such costs, which consent shall not be unreasonably withheld, conditioned or delayeddelayed (Sublandlord acknowledges that the following may constitute transaction costs: work allowances, alteration expenses, advertising costs, brokerage fees and legal fees reasonably incurred by Subtenant). If this Lease be so assigned “Transfer Premium” shall include all fixed rent, escalation charges, other additional rent or transferred, other consideration of any type whatsoever payable by the assignee or if all or any part sub-subtenant in excess of the Demised Premises be sublet or occupied Fixed Rent, Escalation Charges and other Additional Rent payable by anybody other than Tenant, Landlord may collect rent from the assignee, transferee, subtenant or occupant, and apply the net amount collected to the rent reserved hereinSubtenant under this Sublease. Transfer Premium shall also include, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any agreement, term, covenant or condition of this Lease, or the acceptance of the assignee, transferee, subtenant or occupant as tenant, or a release of Tenant from the performance or further performance by Tenant of the terms, covenants and conditions of this Lease, and Tenant shall continue to be liable under this Lease. The consent by Landlord to an assignment, mortgage, pledge, encumbrance, transfer, management contract or subletting shall not be construed limited to, key money and bonus money paid by the assignee or sub-subtenant to relieve Tenant from obtaining the express consent Subtenant in writing of Landlord to any further assignment, mortgage, pledge, encumbrance, transfer, management contract or subletting. Landlord shall have the right to reasonably withhold its consent to an assignment or subletting, mortgage, pledge or other encumbrance. Notwithstanding anything to the contrary herein contained, an assignment of this Lease shall include, without limitation the following: (a) if Tenant shall be a corporation and fifty percent (50%) or more of its voting stock or all or substantially all its assets shall be sold, mortgaged, assigned, pledged, encumbered or otherwise transferred (other than as collateral security for a bona fide loan to a bona fide lender) (and whether in one (1) single transaction or in more than one (1) successive transaction); or (b) if Tenant shall be a partnership, limited liability company, joint venture, syndicate or other group and all or any portion of the interest of any partner, member or other equity holder shall be sold or otherwise transferred (however this provision shall not, as to a corporation or other entity whose stock or other equity interests are publicly traded on a recognized stock exchange, be applicable to sales of stock or other equity interests on such stock exchange). Notwithstanding the forgoing, Tenant may sublease or assign all or a portion of the Premises to an affiliate, parent, subsidiary or operating division of Tenant, or to any entity acquiring all or substantially all of the Tenant’s assets or stock without Landlord’s approval. Tenant shall give Landlord notice of said sublease or assignment.
11.2 Any approved subtenant will be required to have the same financial capacity of that of the Tenant or otherwise be satisfactory to Landlord.
11.3 If Tenant shall desire to assign this Lease or sublet all or a portion of the Premises, Tenant shall submit to Landlord a written request for Landlord's consent to connection with such assignment or sub-subletting, which request shall include and any payment in excess of fair market value for services rendered by Subtenant to the following information: (a) the name and address of the proposed assignee or subtenant; (b) sub-subtenant or for physical assets, fixtures, inventory, equipment, or furniture transferred by Subtenant to the assignee or sub-subtenant in connection with therewith. For purposes of calculating the case of Transfer Premium, expenses will be amortized on a proposed subletting, a description identifying the space to be sublet and straight line basis over the term of such subletting; (c) the nature Sublease commencing from its rent commencement date and character of the business of the proposed assignee or subtenant; (d) in the case of a proposed assignment, a current financial statement of the proposed subtenant or assignee; and (e) the proposed assignment or sublease.
11.4 Tenant, within twenty (20) days of its receipt of Landlord's request therefor, shall reimburse Landlord for all reasonable out-of-pocket costs incurred by Landlord in considering whether or not to consent, including reasonable attorney's fees and disbursements and the reasonable costs of making investigations regarding the proposed subtenant or assignee. In the event Landlord grants its consent, but before the subtenant or assignee shall take possession, Tenant shall deliver to Landlord a fully-executed counterpart of the sublease or instrument of assignment.
11.5 If Tenant shall sublease any portion of the Premises or assign this Lease, Tenant shall pay to Landlord fifty percent (50%) of any consideration received by Tenant (net of reasonable costs incurred by Tenant to effect any such assignment or sublet, such as advertising, brokerage, legal and construction expenses) deducted from the subtenant or assignee, as the case may be, to the extent such consideration exceeds the Basic Annual Rent and Additional Rent payable hereunder.
11.6 Notwithstanding any assignment of this Lease proceeds or subletting of all or any part of the Demised Premises, whether made with or without Landlord's consent, the Tenant originally named herein, and each successor Tenant, shall be and remain jointly and severally liable for all obligations of Tenant hereundersublet rents.
Appears in 1 contract
ASSIGNMENT, SUBLETTING AND MORTGAGING. 11.1 Neither Tenant11.01. Tenant shall not, nor Tenant's successors whether voluntarily, involuntarily, or assignsby operation of law or otherwise, shall (unless expressly permitted a) assign or otherwise transfer this Lease, or offer or advertise to do so, (b) assign, mortgage, pledge or encumber this Lease, in whole or in part, or sublet the Demised Premises, in whole Premises or in partany part thereof, or permit offer or advertise to do so, or allow the same or any portion thereof to be used used, occupied or occupied utilized by othersanyone other than Tenant, or (c) mortgage, pledge, encumber or otherwise hypothecate this Lease in any manner whatsoever, without the prior consent in writing and approval of credit by Landlord in each instance which obtaining the prior written consent shall of Landlord. Landlord agrees not be to unreasonably withheld, conditioned withhold or delayed. If this Lease be so assigned or transferred, or if all or any part delay its consent to the subletting of the Demised Premises be sublet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, transferee, subtenant or occupant, and apply the net amount collected to the rent reserved herein, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any agreement, term, covenant or condition of this Lease, or the acceptance of the assignee, transferee, subtenant or occupant as tenant, or a release of Tenant from the performance or further performance by Tenant of the terms, covenants and conditions of this Lease, and Tenant shall continue to be liable under this Lease. The consent by Landlord to an assignment, mortgage, pledge, encumbrance, transfer, management contract or subletting shall not be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment, mortgage, pledge, encumbrance, transfer, management contract or subletting. Landlord shall have the right to reasonably withhold its consent to an assignment or subletting, mortgage, pledge or other encumbrance. Notwithstanding anything to the contrary herein contained, an assignment of this Lease shall includeLease. In determining reasonableness, Landlord may take into consideration all relevant factors surrounding the proposed sublease and assignment, including, without limitation limitation, the following: (ai) if Tenant shall be The business reputation of the proposed assignee or subtenant and its officers or directors in relation to the other tenants or occupants of the Building or Development; (ii) the nature of the business and the proposed use of the Demised Premises by the proposed assignee or subtenant in relation to the other tenants or occupants of the Building or Development; (iii) whether the proposed assignee or subtenant is then a corporation and fifty percent tenant (50%or subsidiary, affiliate or parent of a tenant) of other space in the Building or more of its voting stock or all or substantially all its assets shall be soldDevelopment, mortgaged, assigned, pledged, encumbered or otherwise transferred (other than as collateral security for a bona fide loan to a bona fide lender) (and whether in one (1) single transaction or in more than one (1) successive transaction); or (b) if Tenant shall be a partnership, limited liability company, joint venture, syndicate or other group and all or any portion of the interest of any partner, member other property owned or other equity holder shall be sold managed by Landlord or otherwise transferred its affiliates; (however this provision shall not, as to a corporation or other entity whose stock or other equity interests are publicly traded on a recognized stock exchange, be applicable to sales of stock or other equity interests on such stock exchange). Notwithstanding the forgoing, Tenant may sublease or assign all or a portion of the Premises to an affiliate, parent, subsidiary or operating division of Tenant, or to any entity acquiring all or substantially all of the Tenant’s assets or stock without Landlord’s approval. Tenant shall give Landlord notice of said sublease or assignment.
11.2 Any approved subtenant will be required to have the same financial capacity of that of the Tenant or otherwise be satisfactory to Landlord.
11.3 If Tenant shall desire to assign this Lease or sublet all or a portion of the Premises, Tenant shall submit to Landlord a written request for Landlord's consent to such assignment or subletting, which request shall include the following information: (aiv) the name and address financial condition of the proposed assignee or subtenant; (bv) restrictions, if any, contained in leases or other agreements affecting the Building and the Development; (vi) the effect that the proposed assignee’s or subtenant’s occupancy or use of the Demised Premises would have upon the operation and maintenance of the Building and the Development; (vii) the extent to which the proposed assignee or subtenant and Tenant provide Landlord with assurances reasonably satisfactory to Landlord as to the satisfaction of Tenant’s obligations hereunder. In any event, at no time shall there be more than two (2) subtenants of the Demised Premises permitted (i.e. three occupants inclusive of Tenant). In the event the Demised Premises are sublet or this Lease is assigned, Tenant shall pay to Landlord as an Additional Charge the following amounts less the actual reasonable expense incurred by Tenant in connection with such assignment or subletting, as substantiated by Tenant, in writing, to Landlord’s reasonable satisfaction, including, without limitation, a reasonable brokerage fee and reasonable legal fees, as the case may be (the Additional Charges payable hereunder being referred to sometimes herein as the “Excess Amount”): (i) in the case of an assignment, an amount equal to fifty percent (50%) of all sums and other consideration paid to Tenant by the assignee for or by reason of such assignment (which amount, if paid prior to the fifth anniversary of the Commencement Date, shall be pro rated with respect to the portion of the Term remaining after the fifth anniversary of the Commencement date as of the effective date of such assignment), and (ii) in the case of a proposed sublettingsublease, a description identifying the space to be sublet and the term of such subletting; (c) the nature and character of the business of the proposed assignee or subtenant; (d) in the case of a proposed assignment, a current financial statement of the proposed subtenant or assignee; and (e) the proposed assignment or sublease.
11.4 Tenant, within twenty (20) days of its receipt of Landlord's request therefor, shall reimburse Landlord for all reasonable out-of-pocket costs incurred by Landlord in considering whether or not to consent, including reasonable attorney's fees and disbursements and the reasonable costs of making investigations regarding the proposed subtenant or assignee. In the event Landlord grants its consent, but before the subtenant or assignee shall take possession, Tenant shall deliver to Landlord a fully-executed counterpart of the sublease or instrument of assignment.
11.5 If Tenant shall sublease any portion of the Premises or assign this Lease, Tenant shall pay to Landlord fifty percent (50%) of any rents, additional charge or other consideration received payable under the sublease to Tenant by Tenant (net of reasonable costs incurred by Tenant to effect any such assignment or sublet, such as advertising, brokerage, legal and construction expenses) from the subtenant or assignee, as which is in excess of the case may be, to the extent such consideration exceeds the Basic Annual Fixed Rent and Additional Rent Charges payable hereunder.
11.6 Notwithstanding any assignment with respect to the portion of the Term after the fifth anniversary of the Commencement Date of this Lease or subletting of all or any part during the term of the Demised Premises, whether made with or without Landlord's consent, sublease in respect of the Tenant originally named herein, and each successor Tenant, shall be and remain jointly and severally liable for all obligations of subleased space (at the rate per square foot payable by Tenant hereunder) pursuant to the terms hereof.
Appears in 1 contract
Sources: Lease Agreement (Vs Direct Inc.)
ASSIGNMENT, SUBLETTING AND MORTGAGING. 11.1 Neither Tenant12.1 Tenant may enter into Pre-approved Assignments without the prior written consent of Landlord. All Non-Preapproved Assignments shall require the prior written consent of Landlord, nor Tenant's successors as provided in Section 12.2 below.
12.2 If Tenant desires to enter into a Non-Preapproved Assignment, then Tenant shall submit to Landlord with respect to the proposed assignee (a “Non-Preapproved Assignee”) the following specific information (collectively, the “Assignment Review Criteria”): (A) the identity of the Non-Preapproved Assignee, (B) the most recent financial statement or assignsother reasonable evidence of financial capacity of such Non-Preapproved Assignee, (C), if applicable, the credit rating of such Non-Preapproved Assignee, and (D) the form of the proposed Assignment Agreement. Tenant shall also provide to Landlord such additional information as reasonably necessary to evaluate the proposed Non-Preapproved Assignee and reasonably requested by Landlord after Landlord’s receipt of the Assignment Review Criteria. Landlord, in its reasonable discretion, shall approve or disapprove the Non-Preapproved Assignment no later than the tenth (unless expressly permitted to do so10th) assignBusiness Day following receipt of the Assignment Review Criteria and, mortgageif Landlord has so requested, pledge or encumber this Leasethe additional information (which response shall include, in whole the event of a disapproval, the reason(s) for such disapproval). Landlord shall be deemed to have acted reasonably in granting or withholding consent if such grant or disapproval is based on the review of the Assignment Review Criteria applying commercially prudent and reasonable business judgment, and in partno event shall Landlord be required to consent to a proposed assignment if at the date such consent is requested a monetary or material non-monetary Event of Default exists. Any purported assignment in violation of this Section 12.2 shall be null and void. Landlord’s failure to respond to Tenant’s request for consent of a Non-Preapproved Assignment within the time period specified above shall be deemed Landlord’s approval of Tenant’s request.
12.3 Tenant shall have the right, upon fifteen (15) days prior written notice to Landlord but with no prior consent or sublet approval of Landlord being required or necessary, to enter into one or more subleases for any portion of the Demised Premises, in whole Premises with (i) an Affiliate of Tenant or in part, or permit the same a Permitted Assign for all or any portion thereof of the Premises, or (ii) any other third parties that sublease, in the aggregate with all other then subtenants (exclusive of any subtenants that are Affiliates of Tenant), 110,663 or fewer rentable square feet provided that such subtenant under this clause (ii) is consistent in kind and character with the tenants normally found in Comparable Buildings (each, a “Pre-approved Sublet”). All subleases other than subleases pursuant to be used or occupied by others, without the Pre-approved Sublets shall require Landlord’s prior consent in writing and approval of credit by Landlord in each instance or approval, which consent or approval shall not be unreasonably withheld, conditioned delayed or delayedconditioned; provided that in no event shall Landlord be required to consent to a proposed sublease if at the date such consent is requested an Event of Default exists. If this Lease be so assigned or transferredLandlord shall respond to Tenant’s request for consent hereunder within ten (10) days of Landlord’s receipt of Tenant’s request (which response shall include, or if all or any part in the event of a denial of the Demised Premises request, the reason(s) for such denial). Landlord’s failure to respond to Tenant’s request within the time period specified above shall be sublet deemed Landlord’s approval of Tenant’s request. Any purported sublease in violation of this Section 12.3 shall be null and void.
12.4 If Tenant assigns all of its rights and interest under this Lease, the assignee under such assignment shall expressly assume all the obligations of Tenant hereunder, actual or occupied by anybody other than Tenantcontingent, Landlord may collect rent from arising on or after the assignee, transferee, subtenant or occupant, and apply the net amount collected to the rent reserved herein, but no date of such assignment, sublettingby a written instrument delivered to Landlord at the time of such assignment in form and substance reasonably acceptable to Landlord. Unless Landlord shall specifically agrees to the contrary in writing, occupancy no assignment or collection sublease shall be deemed a waiver of affect or reduce any agreement, term, covenant or condition of this Lease, or the acceptance of the assignee, transferee, subtenant or occupant as tenant, or a release obligations of Tenant from the performance or further performance by Tenant of the terms, covenants and conditions of this Leasehereunder, and all such obligations of Tenant shall continue to be liable in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made. No assignment or sublease shall impose any additional obligations on Landlord under this Lease. The consent by Landlord to an assignment, mortgage, pledge, encumbrance, transfer, management contract or subletting shall not be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment, mortgage, pledge, encumbrance, transfer, management contract or subletting. Landlord shall have the right to reasonably withhold its consent to an assignment or subletting, mortgage, pledge or other encumbrance. Notwithstanding anything .
12.5 Any provision herein to the contrary herein containednotwithstanding, an the following terms and conditions will apply to any subleasing or assignment of this Lease shall include, without limitation the following: by Tenant hereunder:
(a) if Tenant shall be a corporation and fifty percent (50%) With respect to any subleasing or more of its voting stock or all or substantially all its assets shall be sold, mortgaged, assigned, pledged, encumbered or otherwise transferred (other than as collateral security for a bona fide loan to a bona fide lender) (and whether in one (1) single transaction or in more than one (1) successive transaction); or (b) if Tenant shall be a partnership, limited liability company, joint venture, syndicate or other group and all or any portion of the interest of any partner, member or other equity holder shall be sold or otherwise transferred (however this provision shall not, as to a corporation or other entity whose stock or other equity interests are publicly traded on a recognized stock exchange, be applicable to sales of stock or other equity interests on such stock exchange). Notwithstanding the forgoingassignment that requires Landlord’s consent, Tenant may sublease or assign all or a portion of the Premises to an affiliateshall, parentupon demand, subsidiary or operating division of Tenant, or to any entity acquiring all or substantially all of the Tenant’s assets or stock without Landlord’s approval. Tenant shall give Landlord notice of said sublease or assignment.
11.2 Any approved subtenant will be required to have the same financial capacity of that of the Tenant or otherwise be satisfactory to Landlord.
11.3 If Tenant shall desire to assign this Lease or sublet all or a portion of the Premises, Tenant shall submit to Landlord a written request for Landlord's consent to such assignment or subletting, which request shall include the following information: (a) the name and address of the proposed assignee or subtenant; (b) in the case of a proposed subletting, a description identifying the space to be sublet and the term of such subletting; (c) the nature and character of the business of the proposed assignee or subtenant; (d) in the case of a proposed assignment, a current financial statement of the proposed subtenant or assignee; and (e) the proposed assignment or sublease.
11.4 Tenant, within twenty (20) days of its receipt of Landlord's request therefor, shall reimburse Landlord for all reasonable out-of-pocket costs expenses actually incurred by Landlord in considering whether connection with such proposed assignment or sublease, including any investigations as to the acceptability of the proposed assignee or subtenant (“Transferee”) and all out-of-pocket legal costs reasonably incurred in connection with the granting of any requested consent, such legal fees not to consentexceed, including reasonable attorney's through December 31, 2013, $5,000 per proposed assignment or sublease, but without limitation (other than that the legal fees and disbursements and the reasonable costs of making investigations regarding must be reasonable) if the proposed assignment or sublease includes unusual issues;
(b) the form of the proposed assignment or sublease agreement shall be reasonably satisfactory to Landlord;
(c) each sublease shall be subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate; and Tenant and each Transferee shall be deemed to have agreed that upon the occurrence and during the continuation of an Event of Default hereunder, Tenant has hereby assigned to Landlord, and Landlord may, at its option, accept such assignment of, all right, title and interest of Tenant as sublandlord under such sublease, together with all modifications, extensions and renewals thereof then in effect and such Transferee shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be (A) liable for any previous act or omission of Tenant under such sublease, (B) subject to any counterclaim, offset or defense not expressly provided in such sublease, which theretofore accrued to such Transferee against Tenant, (C) bound by any previous modification of such sublease not consented to by Landlord or by any prepayment of more than one month’s rent, (D) bound to return such Transferee’s security deposit, if any, except to the extent Landlord shall receive actual possession of such deposit and such Transferee shall be entitled to the return of all or any portion of such deposit under the terms of its sublease, or (E) obligated to make any payment to or on behalf of such Transferee, or to perform any work in the subleased space or the Building, or in any way to prepare the sublet space for occupancy, beyond Landlord’s obligations under this Lease. The provisions of this Section shall be self-operative, and no further instrument shall be required to give effect to this provision, provided that the Transferee shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such subordination and attornment;
(d) each sublease shall terminate upon any termination of this Lease, unless Landlord elects in writing to cause the subtenant to attorn to and recognize Landlord as the lessor under such sublease, whereupon such sublease shall continue as a direct lease between the subtenant and Landlord upon all the terms and conditions of such sublease;
(e) each sublease shall bind the subtenant to all applicable covenants contained in this Lease with respect to subleased premises to the same extent as if the subtenant were the Tenant; and
(f) each sublease shall not grant renewal rights to subtenant beyond the Term (as the same may be renewed) without the prior written consent of Landlord.
12.6 Tenant shall, within ten (10) days after the execution and delivery of any assignment or assignee. In the event Landlord grants its consentsublease, but before deliver a duplicate original copy thereof to Landlord.
12.7 Other than any sublease or assignment to an Affiliate of Tenant or a Permitted Assign, if any sublease or assignment (whether by operation of law or otherwise) provides that the subtenant or assignee shall take possessionthereunder is to pay any Assignment Profit (defined below), Tenant shall deliver to Landlord a fully-executed counterpart of the sublease or instrument of assignment.
11.5 If Tenant shall sublease any portion of the Premises or assign this Lease, then Tenant shall pay to Landlord fifty percent (50%) of any such Assignment Profit applicable to the sublease or assignment no later than thirty (30) days after any receipt thereof by Tenant. Acceptance by Landlord of any payments due under this Section shall not constitute approval by Landlord of any sublease or assignment, nor shall such acceptance waive any rights of Landlord hereunder. As used herein, the term “Assignment Profit” means any amount in excess of the sum of (a) the rental and other charges due under this Lease plus (b) the reasonable, out-of-pocket expenses (including brokerage commissions, marketing and advertising expenses, legal fees, costs to prepare the space for a subtenant, allowances, rent abatements, free rent periods and other concessions) which Tenant reasonably incurred in connection with the procurement of such sublease or assignment, whether such excess be in the form of an increased monthly or annual rental, or a lump sum payment (and if the subleased or assigned space does not constitute the entire Premises, the existence of such excess shall be determined on a pro-rata basis); provided, however, that “Assignment Profit” shall not include (1) any non-rent consideration received by Tenant paid in connection with a business sale or merger or other similar business transaction for which the assignment is necessary but fulfilling a larger purpose than solely the assignment, or (net of reasonable costs incurred by Tenant to effect 2) any such bona fide payments (which are not disguised rent) for furniture and/or office equipment or other personal property or services accompanying the assignment or sublet, such as advertising, brokerage, legal and construction expenses) from the subtenant or assignee, as the case may be, to the extent such consideration exceeds the Basic Annual Rent and Additional Rent payable hereundersublease).
11.6 Notwithstanding any assignment of this Lease or subletting of all or any part of the Demised Premises, whether made with or without Landlord's consent, the Tenant originally named herein, and each successor Tenant, shall be and remain jointly and severally liable for all obligations of Tenant hereunder.
Appears in 1 contract
Sources: Deed of Lease (Verisign Inc/Ca)
ASSIGNMENT, SUBLETTING AND MORTGAGING. 11.1 Neither Tenant, nor Tenant's successors or assigns, shall (unless expressly permitted to do so) assign, mortgage, pledge or encumber this Lease, in whole or in part, or sublet the Demised Premises, in whole or in part, or permit the same or any portion thereof to be used or occupied by others, or enter into a management contract or other arrangement whereby the Demised Premises shall be managed and operated by anyone other than the then owner of Tenant's leasehold estate, nor shall this Lease be assigned or transferred by operation of law, without the prior consent in writing and approval of credit by Landlord in each instance which consent shall not be unreasonably withheld, conditioned or delayedinstance. If this Lease be so assigned or transferred, or if all or any part of the Demised Premises be sublet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, transferee, subtenant or occupant, and apply the net amount collected to the rent reserved herein, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any agreement, term, covenant or condition of this Lease, or the acceptance of the assignee, transferee, subtenant or occupant as tenant, or a release of Tenant from the performance or further performance by Tenant of the terms, covenants and conditions of this Lease, and Tenant shall continue to be liable under this Lease. The consent by Landlord to an assignment, mortgage, pledge, encumbrance, transfer, management contract or subletting shall not be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment, mortgage, pledge, encumbrance, transfer, management contract or subletting. Landlord shall have the right to reasonably withhold its consent to an assignment or sublettingsubletting (except as provided in Section 11.5), mortgage, pledge or other encumbrance. Notwithstanding anything to the contrary herein contained, an assignment of this Lease shall include, without limitation the following: (a) if Tenant shall be a corporation and fifty percent (50%) or more of its voting stock or all or substantially all its assets shall be sold, mortgaged, assigned, pledged, encumbered or otherwise transferred (other than as collateral security for a bona fide loan to a bona fide lender) (and whether in one (1) single transaction or in more than one (1) successive transaction); or (b) if Tenant shall be a partnership, limited liability company, joint venture, syndicate or other group and all or any portion of the interest of any partner, member or other equity holder shall be sold or otherwise transferred (however this provision shall not, as to a corporation or other entity whose stock or other equity interests are publicly traded on a recognized stock exchange, be applicable to sales of stock or other equity interests on such stock exchange). Notwithstanding the forgoing, Tenant may sublease or assign all or a portion of the Premises to an affiliate, parent, subsidiary or operating division of Tenant, or to any entity acquiring all or substantially all of the Tenant’s assets or stock without Landlord’s approval. Tenant shall give Landlord notice of said sublease or assignment.
11.2 Any approved subtenant will be required to have the same financial capacity of that of the Tenant or otherwise be satisfactory to Landlord.
11.3 If Tenant shall desire to assign this Lease or sublet all or a portion of the Premises, Tenant shall submit to Landlord a written request for Landlord's consent to such assignment or subletting, which request shall include the following information: (a) the name and address of the proposed assignee or subtenant; (b) in the case of a proposed subletting, a description identifying the space to be sublet and the term of such subletting; (c) the nature and character of the business of the proposed assignee or subtenant; (d) in the case of a proposed assignment, a current financial statement of the proposed subtenant or assignee; and (e) the proposed assignment or sublease.
11.4 Tenant, within twenty (20) days of its receipt of Landlord's request therefor, shall reimburse Landlord for all reasonable out-of-pocket costs incurred by Landlord in considering whether or not to consent, including reasonable attorney's fees and disbursements and the reasonable costs of making investigations regarding the proposed subtenant or assignee. In the event Landlord grants its consent, but before the subtenant or assignee shall take possession, Tenant shall deliver to Landlord a fully-executed counterpart of the sublease or instrument of assignment.
11.5 If Tenant shall sublease any portion of the Premises or assign this Lease, Tenant shall pay to Landlord fifty percent (50%) of any consideration received by Tenant (net of reasonable costs incurred by Tenant to effect any such assignment or sublet, such as advertising, brokerage, legal and construction expenses) from the subtenant or assignee, as the case may be, to the extent such consideration exceeds the Basic Annual Rent and Additional Rent payable hereunder.
11.6 Notwithstanding any assignment of this Lease or subletting of all or any part of the Demised Premises, whether made with or without Landlord's consent, the Tenant originally named herein, and each successor Tenant, shall be and remain jointly and severally liable for all obligations of Tenant hereunder.as
Appears in 1 contract
ASSIGNMENT, SUBLETTING AND MORTGAGING. 11.1 Neither Tenant10.01. Subtenant shall not, nor Tenant's successors voluntarily or assignsinvoluntarily, shall (unless expressly permitted to do soa) assignassign or otherwise transfer this Sublease, mortgage, pledge or encumber this Lease, in whole or in part, or (b) sublet the Demised Premises, in whole or in part, or permit the same or any portion thereof to be used or occupied by others, without the prior consent in writing and approval of credit by Landlord in each instance which consent shall not be unreasonably withheld, conditioned or delayed. If this Lease be so assigned or transferred, or if all Premises or any part of thereof, or allow the Demised Premises same to be sublet used, occupied or occupied utilized by anybody anyone other than Tenant, Landlord may collect rent from the assignee, transferee, subtenant or occupant, and apply the net amount collected to the rent reserved herein, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any agreement, term, covenant or condition of this LeaseSubtenant, or the acceptance of the assignee, transferee, subtenant or occupant as tenant, or a release of Tenant from the performance or further performance by Tenant of the terms, covenants and conditions of this Lease, and Tenant shall continue to be liable under this Lease. The consent by Landlord to an assignment, (c) mortgage, pledge, encumbranceencumber or otherwise hypothecate this Sublease in any manner whatsoever, transfer, management contract or subletting shall not be construed to relieve Tenant from obtaining the express consent except as provided in writing of Landlord to any further assignment, mortgage, pledge, encumbrance, transfer, management contract or sublettingthis Article 10.
10.02. Landlord shall have the right to reasonably withhold its consent to an assignment or subletting, mortgage, pledge or other encumbrance. Notwithstanding anything to the contrary herein contained, an assignment of this Lease shall include, without limitation the following: (a) if Tenant Subtenant shall be a corporation and fifty percent (50%) or more of its voting stock or all or substantially all its assets shall be sold, mortgaged, assigned, pledged, encumbered or otherwise transferred (other than as collateral security for a bona fide loan permitted to a bona fide lender) (and whether in one (1) single transaction or in more than one (1) successive transaction); or (b) if Tenant shall be a partnership, limited liability company, joint venture, syndicate or other group and all or any portion of the interest of any partner, member or other equity holder shall be sold or otherwise transferred (however this provision shall not, as sublet up to a corporation or other entity whose stock or other equity interests are publicly traded on a recognized stock exchange, be applicable to sales of stock or other equity interests on such stock exchange). Notwithstanding the forgoing, Tenant may sublease or assign all or a portion of the Premises to an affiliate, parent, subsidiary or operating division of Tenant, or to any entity acquiring all or substantially all of the Tenant’s assets or stock without Landlord’s approval. Tenant shall give Landlord notice of said sublease or assignment.
11.2 Any approved subtenant will be required to have the same financial capacity of that of the Tenant or otherwise be satisfactory to Landlord.
11.3 If Tenant shall desire to assign this Lease or sublet all or a portion of the Premises, Tenant shall submit to Landlord a written request for Landlord's consent to such assignment or subletting, which request shall include the following information: (a) the name and address of the proposed assignee or subtenant; (b) in the case of a proposed subletting, a description identifying the space to be sublet and the term of such subletting; (c) the nature and character of the business of the proposed assignee or subtenant; (d) in the case of a proposed assignment, a current financial statement of the proposed subtenant or assignee; and (e) the proposed assignment or sublease.
11.4 Tenant, within twenty (20) days of its receipt of Landlord's request therefor, shall reimburse Landlord for all reasonable out-of-pocket costs incurred by Landlord in considering whether or not to consent, including reasonable attorney's fees and disbursements and the reasonable costs of making investigations regarding the proposed subtenant or assignee. In the event Landlord grants its consent, but before the subtenant or assignee shall take possession, Tenant shall deliver to Landlord a fully-executed counterpart of the sublease or instrument of assignment.
11.5 If Tenant shall sublease any portion of the Premises or assign this Lease, Tenant shall pay to Landlord fifty percent (50%) of the Demised Premises (a "Minor Sublease") without Sublandlord's consent, provided however, (i) Subtenant shall notify Sublandlord in writing, promptly after execution of any consideration received sublease and shall provide a copy of the sublease to Sublandlord; (ii) Subtenant shall remain liable and responsible for all obligations of Subtenant under this Sublease notwithstanding any further sublease; and (iii) Subtenant shall not sublet the Demised Premises to any person or entity which (a) is a then existing tenant in any building owned by Tenant Sublandlord or Superior Lessor, within a radius of two (net of reasonable costs incurred by Tenant to effect any such assignment or sublet, such as advertising, brokerage, legal and construction expenses2) from the subtenant or assignee, as the case may be, to the extent such consideration exceeds the Basic Annual Rent and Additional Rent payable hereunder.
11.6 Notwithstanding any assignment of this Lease or subletting of all or any part miles of the Demised Premises, whether made if Sublandlord or Superior Lessor has comparable space available to let to the sublessee of Subtenant, in a building owned or controlled by Sublandlord or Superior Lessor * or (b) which has a SIC code that would subject the person or entity to ISRA compliance, unless the proposed subtenant's use of hazardous substances is no greater in quantity or degree than Subtenant's use of same (or Subtenant ---------------------- * within such two (2) mile radiuis obtains Sublandlord's approval to different hazardous substances, such approval not to be unreasonably withheld).
10.03. Subtenant shall be permitted to sublet in excess of fifty percent (50%) of the Demised Premises or assign this Sublease (a "Major Sublease") but only with or without LandlordSublandlord's prior written consent, the Tenant originally named hereinwhich shall not be unreasonably withheld, provided however, (i) Subtenant shall notify Sublandlord and each successor Tenant, request Sublandlord's consent prior to such subletting; (ii) Subtenant shall be remain liable and remain jointly and severally liable responsible for all obligations of Tenant hereunderSubtenant under this Sublease notwithstanding any sublease; (iii) Subtenant shall not sublet the Demised Premises to any person a entity which has an SIC code that would subject the person or entity to ISRA, unless the proposed subtenant's use of hazardous substances is no greater in quantity or degree than Subtenants' use of same (or Subtenant obtains Sublandlord's approval to different hazardous substances, such approval not to be unreasonably withheld).
10.04. If Subtenant derives a profit from any Major Sublease, Sublandlord and Subtenant shall share equally in Subtenant's profit to the extent actually received by Subtenant. "Profit" shall mean the amounts, if any, paid by the Sub-subtenant in excess of:
Appears in 1 contract
ASSIGNMENT, SUBLETTING AND MORTGAGING. 11.1 Neither Tenant, nor Tenant's successors or assigns, 17.1 Subtenant shall (unless expressly permitted to do so) not assign, mortgagesell, pledge transfer (whether by operation or law or otherwise), pledge, mortgage or otherwise encumber this Lease, in whole or in part, or sublet the Demised Premises, in whole or in part, or permit the same Sublease or any portion thereof of its interest in the Premises, nor sublet all or any portion of the premises or permit any other person or entity to be used use or occupied by othersoccupy all or any portion of the Premises, without the prior written consent of Sublandlord and Landlord. The granting or withholding of such consent may be exercised by Sublandlord in writing its sole discretion. Subtenant shall indemnify and approval hold Sublandlord harmless from and against any claim, loss, damage, cost and expense sustained or incurred by Sublandlord as a result of, or arising out of, a breach by Subtenant of credit the terms and covenants of this Section 17.1 of the Sublease. In connection with any assignment or subletting of the Premises by Landlord in each instance which consent Subtenant, Subtenant shall pay any and all fees due under the Lease from Sublandlord to Landlord. Even if Sublandlord consents to an assignment or sublease, such assignment or sublease shall not be unreasonably withheldeffective unless it complies with the provisions of Article 7 of the Master Lease. The provisions of this Section 17.1 of the Sublease shall survive the expiration or sooner termination of this Sublease. Subtenant shall pay to Sublandlord all rent, conditioned additional rent or delayed. other payments and consideration received by Subtenant in connection with any subletting in excess of Rental payable by Subtenant to Sublandlord.
17.2 For the purposes of this Article 17, an assignment or subletting shall be deemed to have occurred upon: (i) the subletting or assignment to a subsidiary or affiliate of Subtenant or occupancy by Subtenant’s subsidiaries or affiliates; (ii) the sale or transfer, whether pursuant to a single transaction or in a series of related or unrelated transactions, including without limitation by consolidation, merger or reorganization, of a majority of the voting stock of Subtenant or any beneficial interest therein, if Subtenant is a corporation, or any sale or other transfer, whether pursuant to one or more successive transactions, of a majority of the general partnership interests in Subtenant or any beneficial interest therein, if Subtenant is a partnership, except if the subtenant occupying the Premises at all times thereafter remains the named Subtenant under this Sublease (in which case it shall not be a default hereunder but Sublandlord shall have the right to terminate this Sublease in accordance with Section 9.7 hereof); and (iii) the sale or other transfer, whether pursuant to one or more successive transactions, of more than fifty (50%) percent, by value, of the assets of Subtenant used in conducting its business in the Premises, except if the subtenant occupying the Premises at all times thereafter remains the named Subtenant under this Sublease (in which case it shall not be a default hereunder but Sublandlord shall have the right to terminate this Sublease in accordance with Section 9.7 hereof).
17.3 If this Lease Sublease be so assigned or transferredassigned, or if all the Premises or any part of the Demised Premises thereof be sublet (whether or occupied not Sublandlord and Landlord shall have consented thereto), Sublandlord, after default by anybody other than TenantSubtenant in its obligations hereunder, Landlord may collect rent from the assignee, transferee, assignee or subtenant or occupant, and apply the net amount collected to the rent reserved herein, but no Rental herein reserved. No such assignment, subletting, occupancy assignment or collection subletting shall be deemed a waiver of any agreement, term, the covenant or condition of set forth in this LeaseArticle 17, or the acceptance of the assignee, transferee, assignee or subtenant or occupant as a tenant, or a release of Tenant Subtenant from the performance or further performance and observance by Tenant Subtenant of the termscovenants, covenants obligations and conditions agreements on the part of this Lease, and Tenant shall continue Subtenant to be liable under this Leaseperformed or observed herein. The consent by Sublandlord or Landlord to an assignment, mortgagesale, pledge, encumbrance, transfer, management contract mortgage or subletting shall not in any way be construed to relieve Tenant Subtenant from obtaining the express consent in writing writing, to the extent required by this Sublease or the Master Lease, of Sublandlord and Landlord to any further assignment, mortgagesale, pledge, encumbrance, transfer, management contract mortgage or subletting. Landlord shall have the right to reasonably withhold its consent to an assignment or subletting, mortgage, pledge or other encumbrance. Notwithstanding anything to the contrary herein contained, an assignment of this Lease shall include, without limitation the following: (a) if Tenant shall be a corporation and fifty percent (50%) or more of its voting stock or all or substantially all its assets shall be sold, mortgaged, assigned, pledged, encumbered or otherwise transferred (other than as collateral security for a bona fide loan to a bona fide lender) (and whether in one (1) single transaction or in more than one (1) successive transaction); or (b) if Tenant shall be a partnership, limited liability company, joint venture, syndicate or other group and all or any portion of the interest of any partner, member or other equity holder shall be sold or otherwise transferred (however this provision shall not, as to a corporation or other entity whose stock or other equity interests are publicly traded on a recognized stock exchange, be applicable to sales of stock or other equity interests on such stock exchange). Notwithstanding the forgoing, Tenant may sublease or assign all or a portion of the Premises to an affiliate, parent, subsidiary or operating division of Tenant, or to any entity acquiring all or substantially all of the Tenant’s assets or stock without Landlord’s approval. Tenant shall give Landlord notice of said sublease or assignment.
11.2 Any approved subtenant will be required to have the same financial capacity of that of the Tenant or otherwise be satisfactory to Landlord.
11.3 If Tenant shall desire to assign this Lease or sublet all or a portion of the Premises, Tenant shall submit to Landlord a written request for Landlord's consent to such assignment or subletting, which request shall include the following information: (a) the name and address of the proposed assignee or subtenant; (b) in the case of a proposed subletting, a description identifying the space to be sublet and the term of such subletting; (c) the nature and character of the business of the proposed assignee or subtenant; (d) in the case of a proposed assignment, a current financial statement of the proposed subtenant or assignee; and (e) the proposed assignment or sublease.
11.4 Tenant, within twenty (20) days of its receipt of Landlord's request therefor, shall reimburse Landlord for all reasonable out-of-pocket costs incurred by Landlord in considering whether or not to consent, including reasonable attorney's fees and disbursements and the reasonable costs of making investigations regarding the proposed subtenant or assignee. In the event Landlord grants its consent, but before the subtenant or assignee shall take possession, Tenant shall deliver to Landlord a fully-executed counterpart of the sublease or instrument of assignment.
11.5 If Tenant shall sublease any portion of the Premises or assign this Lease, Tenant shall pay to Landlord fifty percent (50%) of any consideration received by Tenant (net of reasonable costs incurred by Tenant to effect any such assignment or sublet, such as advertising, brokerage, legal and construction expenses) from the subtenant or assignee, as the case may be, to the extent such consideration exceeds the Basic Annual Rent and Additional Rent payable hereunder.
11.6 Notwithstanding any assignment of this Lease or subletting of all or any part of the Demised Premises, whether made with or without Landlord's consent, the Tenant originally named herein, and each successor Tenant, shall be and remain jointly and severally liable for all obligations of Tenant hereunder.
Appears in 1 contract
Sources: Sublease Agreement (Primerica, Inc.)
ASSIGNMENT, SUBLETTING AND MORTGAGING. 11.1 Neither Tenant, nor Tenant's successors or assigns, 20.1. Subtenant shall (unless expressly permitted to do so) not assign, mortgagesell, pledge transfer (whether by operation or law or otherwise), pledge, mortgage or otherwise encumber this Lease, in whole or in part, or sublet the Demised Premises, in whole or in part, or permit the same Sublease or any portion thereof of its interest in the Sublease Premises, nor sublet all or any portion of the Sublease Premises or permit any other person or entity to be used use or occupied by othersoccupy all or any portion of the Sublease Premises, without the prior written consent in writing of Sublandlord and approval Prime Landlord. Provided that Subtenant shall comply with the provisions of credit by the Lease (including, without limitation, Article 11 thereof) and this Sublease with respect to subletting, Sublandlord agrees that it shall not withhold or delay its consent to a subletting of all or any portion of the Sublease Premises provided that Prime Landlord in each instance which shall consent to such subletting. Notwithstanding the foregoing, Subtenant may assign this Sublease, or sublease the Sublease Premises and Sublandlord's consent to such assignment or subletting shall not be unreasonably withheldrequired if, conditioned pursuant to the terms of the Lease (including, without limitation, Article 11 thereof), the consent of Prime Landlord to such assignment or delayedsubletting would not be required if such assignment or subletting were made by Sublandlord, including, without limitation, the assignment of this Sublease, or the transfer of all or any interest in Subtenant, to any Affiliate of Subtenant. Upon the request of Subtenant, Sublandlord, at Subtenant's sole cost and expense, shall request the consent of Prime Landlord and cooperate with Subtenant in obtaining any required consent.
20.2. If this Lease Sublease be so assigned or transferredassigned, or if all the Sublease Premises or any part of the Demised Premises thereof be sublet (whether or occupied not Sublandlord and Prime Landlord shall have consented thereto), Sublandlord, after default by anybody other than TenantSubtenant in its obligations hereunder, Landlord may collect rent from the assignee, transferee, assignee or subtenant or occupant, and apply the net amount collected to the rent reserved hereinRental herein reserved, but no such assignment, subletting, occupancy assignment or collection subletting shall be deemed a waiver of any agreement, term, the covenant or condition of set forth in this LeaseArticle 20, or the acceptance of the assignee, transferee, assignee or subtenant or occupant as a tenant, or a release of Tenant Subtenant from the performance or further performance and observance by Tenant Subtenant of the termscovenants, covenants obligations and conditions agreements on the part of this Lease, and Tenant shall continue Subtenant to be liable under this Leaseperformed or observed herein. The consent by Sublandlord or Prime Landlord to an assignment, mortgagesale, pledge, encumbrance, transfer, management contract mortgage or subletting shall not in any way be construed to relieve Tenant Subtenant from obtaining the express consent in writing writing, to the extent required by this Sublease or the Lease, of Sublandlord and Prime Landlord to any further assignment, mortgagesale, pledge, encumbrance, transfer, management contract mortgage or subletting.
20.3. Landlord shall have the right to reasonably withhold its consent to an assignment or subletting, mortgage, pledge or other encumbrance. Notwithstanding anything Subject to the contrary herein containedprovisions of Section 20.1 above, a transfer (including the issuance of treasury stock or the creation and issuance of new stock) of a controlling interest in the shares of Subtenant (if Subtenant is a corporation, other than a professional corporation, or trust) or a transfer of a majority of the total interest in Subtenant (if Subtenant is a partnership, including a limited liability partnership, or a limited liability company) at any one time or over a period of time through a series of transfers, shall be deemed an assignment of this Lease Sublease and shall includebe subject to all of the provisions of this Agreement, including, without limitation limitation, the following: requirements that Subtenant obtain Sublandlord's prior consent thereto to the extent required hereunder. The transfer of shares of Subtenant (a) if Tenant shall be a corporation and fifty percent (50%) or more of its voting stock or all or substantially all its assets shall be sold, mortgaged, assigned, pledged, encumbered or otherwise transferred (other than as collateral security for a bona fide loan to a bona fide lender) (and whether in one (1) single transaction or in more than one (1) successive transaction); or (b) if Tenant shall be a partnership, limited liability company, joint venture, syndicate or other group and all or any portion of the interest of any partner, member or other equity holder shall be sold or otherwise transferred (however this provision shall not, as to Subtenant is a corporation or trust) for purposes of this Section shall not include the sale of shares by persons other entity whose stock than those deemed "insiders" within the meaning of the Securities Exchange Act of 1934, as amended, which sale is effected through the "over-the-counter market" or other equity interests are publicly traded on a through any recognized stock exchange, be applicable to sales of stock or other equity interests on such stock exchange). Notwithstanding the forgoing, Tenant may sublease or assign all or a portion of the Premises to an affiliate, parent, subsidiary or operating division of Tenant, or to any entity acquiring all or substantially all of the Tenant’s assets or stock without Landlord’s approval. Tenant shall give Landlord notice of said sublease or assignment.
11.2 Any approved subtenant will be required to have the same financial capacity of that of the Tenant or otherwise be satisfactory to Landlord.
11.3 If Tenant shall desire to assign this Lease or sublet all or a portion of the Premises, Tenant shall submit to Landlord a written request for Landlord's consent to such assignment or subletting, which request shall include the following information: (a) the name and address of the proposed assignee or subtenant; (b) in the case of a proposed subletting, a description identifying the space to be sublet and the term of such subletting; (c) the nature and character of the business of the proposed assignee or subtenant; (d) in the case of a proposed assignment, a current financial statement of the proposed subtenant or assignee; and (e) the proposed assignment or sublease.
11.4 Tenant, within twenty (20) days of its receipt of Landlord's request therefor, shall reimburse Landlord for all reasonable out-of-pocket costs incurred by Landlord in considering whether or not to consent, including reasonable attorney's fees and disbursements and the reasonable costs of making investigations regarding the proposed subtenant or assignee. In the event Landlord grants its consent, but before the subtenant or assignee shall take possession, Tenant shall deliver to Landlord a fully-executed counterpart of the sublease or instrument of assignment.
11.5 If Tenant shall sublease any portion of the Premises or assign this Lease, Tenant shall pay to Landlord fifty percent (50%) of any consideration received by Tenant (net of reasonable costs incurred by Tenant to effect any such assignment or sublet, such as advertising, brokerage, legal and construction expenses) from the subtenant or assignee, as the case may be, to the extent such consideration exceeds the Basic Annual Rent and Additional Rent payable hereunder.
11.6 Notwithstanding any assignment of this Lease or subletting of all or any part of the Demised Premises, whether made with or without Landlord's consent, the Tenant originally named herein, and each successor Tenant, shall be and remain jointly and severally liable for all obligations of Tenant hereunder.
Appears in 1 contract
ASSIGNMENT, SUBLETTING AND MORTGAGING. 11.1 Neither Tenant, nor Tenant's successors or assigns, 18.1 Subtenant shall (unless expressly permitted to do so) not assign, mortgagesell, pledge transfer (whether by operation or law or otherwise), pledge, mortgage or otherwise encumber this Lease, in whole or in part, or sublet the Demised Premises, in whole or in part, or permit the same Sublease or any portion thereof of its interest in the Premises, nor sublet all or any portion of the Premises or permit any other person or entity to use or occupy all or any portion of the
(i) Sublandlord shall be given a copy of the sub-sublease no later than ten (10) days prior to the effective date of its term, (ii) the premises to be used or occupied by others, without the prior consent sublet shall be commercially regular in writing shape and approval of credit by Landlord in each instance which consent shall not be unreasonably withheldless than 10,000 rentable square feet and no more than the entire rentable area of a floor of the Premises, conditioned or delayed. (iii) such sub-sublease contains a term not in excess of five (5) years and is executed and unconditionally delivered no later than one (1) year from the date hereof and (iv) such sub- sublease shall comply with and shall be subject to all terms and conditions of the Lease.
18.2 If this Lease Sublease be so assigned or transferredassigned, or if all the Premises or any part of the Demised Premises thereof be sublet (whether or occupied not Sublandlord and Owner shall have consented thereto), Sublandlord, after default by anybody other than TenantSubtenant in its obligations hereunder, Landlord may collect rent from the assignee, transferee, assignee or subtenant or occupant, and apply the net amount collected to the rent reserved hereinRental herein reserved, but no such assignment, subletting, occupancy assignment or collection subletting shall be deemed a waiver of any agreement, term, the covenant or condition of set forth in this LeaseArticle 18, or the acceptance of the assignee, transferee, assignee or subtenant or occupant as a tenant, or a release of Tenant Subtenant from the performance or further performance and observance by Tenant Subtenant of the termscovenants, covenants obligations and conditions agreements on the part of this Lease, and Tenant shall continue Subtenant to be liable under this Leaseperformed or observed herein. The consent by Landlord Sublandlord or Owner to an assignment, mortgagesale, pledge, encumbrance, transfer, management contract mortgage or subletting shall not in any way be construed to relieve Tenant Subtenant from obtaining the express consent in writing writing, to the extent required by this Sublease or the Lease, of Landlord Sublandlord and Owner to any further assignment, mortgagesale, pledge, encumbrance, transfer, management contract mortgage or subletting. Landlord shall have the right to reasonably withhold its consent to an assignment or subletting, mortgage, pledge or other encumbrance. Notwithstanding anything to the contrary herein contained, an assignment of this Lease shall include, without limitation the following: (a) if Tenant shall be a corporation and fifty percent (50%) or more of its voting stock or all or substantially all its assets shall be sold, mortgaged, assigned, pledged, encumbered or otherwise transferred (other than as collateral security for a bona fide loan to a bona fide lender) (and whether in one (1) single transaction or in more than one (1) successive transaction); or (b) if Tenant shall be a partnership, limited liability company, joint venture, syndicate or other group and all or any portion of the interest of any partner, member or other equity holder shall be sold or otherwise transferred (however this provision shall not, as to a corporation or other entity whose stock or other equity interests are publicly traded on a recognized stock exchange, be applicable to sales of stock or other equity interests on such stock exchange). Notwithstanding the forgoing, Tenant may sublease or assign all or a portion of the Premises to an affiliate, parent, subsidiary or operating division of Tenant, or to any entity acquiring all or substantially all of the Tenant’s assets or stock without Landlord’s approval. Tenant shall give Landlord notice of said sublease or assignment.
11.2 Any approved subtenant will be required to have the same financial capacity of that of the Tenant or otherwise be satisfactory to Landlord.
11.3 If Tenant shall desire to assign this Lease or sublet all or a portion of the Premises, Tenant shall submit to Landlord a written request for Landlord's consent to such assignment or subletting, which request shall include the following information: (a) the name and address of the proposed assignee or subtenant; (b) in the case of a proposed subletting, a description identifying the space to be sublet and the term of such subletting; (c) the nature and character of the business of the proposed assignee or subtenant; (d) in the case of a proposed assignment, a current financial statement of the proposed subtenant or assignee; and (e) the proposed assignment or sublease.
11.4 Tenant, within twenty (20) days of its receipt of Landlord's request therefor, shall reimburse Landlord for all reasonable out-of-pocket costs incurred by Landlord in considering whether or not to consent, including reasonable attorney's fees and disbursements and the reasonable costs of making investigations regarding the proposed subtenant or assignee. In the event Landlord grants its consent, but before the subtenant or assignee shall take possession, Tenant shall deliver to Landlord a fully-executed counterpart of the sublease or instrument of assignment.
11.5 If Tenant shall sublease any portion of the Premises or assign this Lease, Tenant shall pay to Landlord fifty percent (50%) of any consideration received by Tenant (net of reasonable costs incurred by Tenant to effect any such assignment or sublet, such as advertising, brokerage, legal and construction expenses) from the subtenant or assignee, as the case may be, to the extent such consideration exceeds the Basic Annual Rent and Additional Rent payable hereunder.
11.6 Notwithstanding any assignment of this Lease or subletting of all or any part of the Demised Premises, whether made with or without Landlord's consent, the Tenant originally named herein, and each successor Tenant, shall be and remain jointly and severally liable for all obligations of Tenant hereunder.
Appears in 1 contract
Sources: Sublease Agreement (Digitas Inc)
ASSIGNMENT, SUBLETTING AND MORTGAGING. 11.1 Neither Tenant8.1 Tenant shall not, nor Tenant's successors voluntarily, involuntarily, by operation of law or assignsotherwise, shall (unless expressly permitted to do so) assign, mortgage, pledge or encumber this Lease, in whole or in part, or sublet the Demised Premises, in whole or in part, or permit the same or any portion thereof to be used or occupied by others, without except with the prior consent in writing and approval of credit by Landlord in each instance (which consent shall not be unreasonably withheld, conditioned or delayed. If ) or as otherwise expressly permitted in this Lease be so assigned Article 8: (a) assign or transferredotherwise transfer this Lease, or if (b) sublet the Demised Premises or any part thereof, or allow same to be used, occupied or utilized by any person other than Tenant. Notwithstanding the foregoing, Tenant may permit Tenant Affiliates to occupy all or any portion of the Premises without the prior consent of Landlord, subject to all other provisions of this Lease.
8.2 Tenant shall have the right, without Landlord’s consent, to assign this Lease with respect to the Demised Premises, or sublease all or part of the Demised Premises be sublet for the uses permitted hereunder, to a Tenant Affiliate, provided that (a) Landlord is given notice thereof and, upon request, reasonably satisfactory proof that the requirements of this Lease have been met and (b) Tenant agrees it shall remain liable, jointly and severally, with any assignee, for the obligations of Tenant under this Lease.
8.3 If this Lease is assigned, whether or occupied by anybody other than Tenantnot in violation of the provisions of this Lease, Landlord may collect rent from the assignee. If the Demised Premises or any part thereof is sublet or occupied by any person other than Tenant, transfereewhether or not in violation of this Lease, Landlord may, after default by Tenant beyond applicable notice, grace and cure periods, collect rent from the subtenant or occupant. In either of such events, and Landlord shall apply the net amount collected to the rent Fixed Rent and Additional Charges herein reserved hereinand which are or become due and payable, but no such assignment, subletting, occupancy or collection shall be nor be deemed to be a waiver of any agreement, term, covenant or condition of the provisions of this LeaseArticle, or the acceptance of the assignee, transferee, subtenant or occupant as tenantTenant, or a release of Tenant from the performance or further performance by Tenant of the terms, covenants and conditions of this Lease, and Tenant shall continue to be liable Tenant’s obligations under this Lease. The consent by Landlord to an any assignment, mortgagemortgaging, pledge, encumbrance, transfer, management contract subletting or subletting occupancy by others shall not be construed to relieve Tenant from obtaining of the express obligation to obtain the consent in writing of Landlord to any other or further assignment, mortgagemortgaging, pledge, encumbrance, subletting or occupancy by others not expressly permitted by this Article.
8.4 Any assignment or equivalent transfer, management contract whether or not Landlord’s consent is required, shall be made only if and shall not be effective until the assignee executes and delivers to Landlord an agreement in form and substance reasonably satisfactory to Landlord and assignee whereby the assignee assumes the obligations of Tenant under this Lease and whereby the assignee agrees that the provisions of this Article shall, notwithstanding such assignment or transfer, continue to be binding upon it in respect of all future assignments and transfers. Notwithstanding any assignment or transfer, whether or not in violation of the provisions of this Lease, and notwithstanding the acceptance of Fixed Rent or Additional Charges by Landlord from an assignee, transferee, or any other person, the original Tenant herein named and any and all successors in interest of the original Tenant herein named shall remain fully liable (jointly and severally with any immediate or remote successor in interest, including the then Tenant) for the payment of Fixed Rent and Additional Charges and for the other obligations of Tenant under this Lease.
8.5 The liability pursuant to this Lease of the original Tenant herein named and any immediate or remote successor in interest of the original Tenant herein named shall not be discharged, released or impaired in any respect by any agreement or stipulation made by Landlord with the then Tenant extending the time of, or modifying any of the obligations under, this Lease (except to the extent any such modification increases the obligations of the then Tenant), or by any waiver or failure of Landlord to enforce any of the obligations of Tenant under this Lease.
8.6 Neither the listing of any name other than that of Tenant, whether on Demised Premises or otherwise, nor the acceptance by Landlord of any check drawn by a person other than Tenant in payment of Fixed Rent or Additional Charges, shall operate to vest in any person any right or interest in this Lease or in the Demised Premises, nor shall same be deemed to be the consent of Landlord to any assignment or transfer of this Lease or to any sublease of the Demised Premises or to the occupancy thereof by any person other than Tenant.
8.7 With respect to any subletting to any subtenant and/or acceptance of rent or additional rent by Landlord from any subtenant, (a) Tenant shall remain fully liable for the payment of Fixed Rent and Additional Charges due and to become due hereunder and for all of the other obligations of Tenant under this Lease and (b) Tenant shall remain fully liable for all acts and omissions of any licensee or subtenant or any person claiming through or under any licensee or subtenant that are in violation of any of the obligations of Tenant under this Lease, and any such violation shall be deemed to be a violation by Tenant. Notwithstanding any such subletting. , no other or further subletting of the Demised Premises by Tenant or any person claiming through or under Tenant shall be made except in compliance with and subject to the provisions of this Article.
8.8 In respect of every permitted sublease:
(a) no sublease shall be for a term ending later than the day before the Expiration Date,
(b) no sublease shall be valid, and no subtenant shall take possession of the Demised Premises or any part thereof, until an executed counterpart of such sublease shall have been delivered to Landlord,
(c) each sublease shall provide that it is subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, and that in the event of termination, reentry or dispossess by Landlord under this Lease, Landlord may, at its option, take over all of the right, title and interest of Tenant, as sublessor, under such sublease, and such subtenant shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease and execute and deliver such instruments as Landlord may reasonably request to evidence and confirm such attornment, except that Landlord shall have the right not be (i) liable for any previous act or omission of Tenant under such sublease, (ii) subject to reasonably withhold its consent any offset which had accrued to an assignment such subtenant against Tenant, (iii) bound by any previous modification of such sublease not consented to by Landlord or sublettingby any prepayment of more than one month’s rent or additional rent, mortgage, pledge (iv) obligated to make any payment to or on behalf of such subtenant or to perform any repairs or other encumbrance. work in the subleased space or the Property beyond Landlord’s obligations under this Lease, or (v) required to account for any security deposit other than any actually delivered to Landlord,
(d) Tenant shall not publicly advertise the rental rate or any description thereof to be paid by the proposed subtenant or assignee, and
8.9 If Tenant at any time requests Landlord to sublet the Premises for Tenant’s account, Landlord is authorized to receive keys for such purpose without releasing Tenant from any of its obligations under this Lease, and Landlord shall exercise reasonable care to prevent damage to Tenant’s Property and the Demised Premises.
8.10 Notwithstanding anything to any other provision of this Lease, the contrary herein containedtransfer of any stock, partnership or other ownership interests of Tenant (other than the transfer of control of Tenant by one entity which controls Tenant or by several entities which are Tenant Affiliates or are acting under an agreement and collectively control Tenant) shall not constitute an assignment of this Lease shall includeif such stock, without limitation partnership or other ownership interests are listed on a national securities exchange (as defined in the following: Securities Exchange Act of 1934, as amended) or is traded in the “over the counter” market with quotations reported by the National Association of Securities Dealers (aor any successor thereto); and further provided, that any conversion of the form of entity of Tenant (however accomplished including, by way of example (i) if the conversion of Tenant shall be from a corporation and fifty percent (50%) or more of its voting stock or all or substantially all its assets shall be sold, mortgaged, assigned, pledged, encumbered or otherwise transferred (other than as collateral security for a bona fide loan to a bona fide lender) (and whether in one (1) single transaction or in more than one (1) successive transaction); or (b) if Tenant shall be a partnership, limited liability company, joint venturepartnership or trust or (ii) the change of jurisdiction of incorporation or registration) which does not directly or indirectly transfer control of Tenant, syndicate reduce the tangible net worth of Tenant or reduce its liability for its obligations under this Lease shall not constitute an assignment of this Lease provided, that the converted entity assumes by written instrument all of Tenant’s obligations under this Lease.
8.11 No assignment or other group transfer of this Lease and the term and estate hereby granted, and no subletting of all or any portion of the interest of any partner, member Demised Premises (in each case whether or other equity holder shall be sold or otherwise transferred (however this provision shall not, as to a corporation or other entity whose stock or other equity interests are publicly traded on a recognized stock exchange, be applicable to sales of stock or other equity interests on such stock exchange). Notwithstanding the forgoing, Tenant may sublease or assign all or a portion of the Premises to an affiliate, parent, subsidiary or operating division of Tenant, or to any entity acquiring all or substantially all of the Tenant’s assets or stock without not Landlord’s approval. consent is required thereto) shall relieve Tenant shall give Landlord notice of said sublease or assignment.
11.2 Any approved subtenant will be required to have the same financial capacity of that of the Tenant or otherwise be satisfactory to Landlord.
11.3 If Tenant shall desire to assign its liability under this Lease or sublet all or a portion of the Premises, Tenant shall submit obligation to Landlord a written request for obtain Landlord's ’s prior consent to such assignment or subletting, which request shall include the following information: (a) the name and address of the proposed assignee or subtenant; (b) in the case of a proposed subletting, a description identifying the space to be sublet and the term of such subletting; (c) the nature and character of the business of the proposed assignee or subtenant; (d) in the case of a proposed any further assignment, a current financial statement of the proposed subtenant other transfer or assignee; and (e) the proposed assignment or sublease.
11.4 Tenant, within twenty (20) days of its receipt of Landlord's request therefor, shall reimburse Landlord for all reasonable out-of-pocket costs incurred by Landlord in considering whether or not to consent, including reasonable attorney's fees and disbursements and the reasonable costs of making investigations regarding the proposed subtenant or assignee. In the event Landlord grants its consent, but before the subtenant or assignee shall take possession, Tenant shall deliver to Landlord a fully-executed counterpart of the sublease or instrument of assignment.
11.5 If Tenant shall sublease any portion of the Premises or assign this Lease, Tenant shall pay to Landlord fifty percent (50%) of any consideration received by Tenant (net of reasonable costs incurred by Tenant to effect any such assignment or sublet, such as advertising, brokerage, legal and construction expenses) from the subtenant or assignee, as the case may be, subletting to the extent such consideration exceeds consent is required under the Basic Annual Rent and Additional Rent payable hereunder.
11.6 Notwithstanding any assignment terms of this Lease or subletting of all or any part of the Demised Premises, whether made with or without Landlord's consent, the Tenant originally named herein, and each successor Tenant, shall be and remain jointly and severally liable for all obligations of Tenant hereunderLease.
Appears in 1 contract
ASSIGNMENT, SUBLETTING AND MORTGAGING. 11.1 Neither Tenant11.01 Tenant shall not, nor Tenant's successors whether voluntarily, involuntarily, or assignsby operation of law or otherwise, shall (unless expressly permitted a) assign or otherwise transfer this Lease, or offer or advertise to do so, (b) assignsublet the Demised Premises or any part thereof, or offer or advertise to do so, or allow the same to be used, occupied or utilized by anyone other than Tenant, or (c) mortgage, pledge pledge, encumber or encumber otherwise hypothecate this LeaseLease in any manner whatsoever, without in whole each instance obtaining the prior written consent of Landlord. Any purported assignment, sublet, mortgage or in partother encumbrance made without the prior written consent of Landlord shall be null and void. Notwithstanding the foregoing.
(i) Tenant, upon thirty (30) days prior notice to Landlord, may assign or sublet the Demised Premises, in whole or in part, or permit the same or any portion thereof thereof, without Landlord’s consent to any parent or subsidiary corporation or any corporation wholly controlled by Tenant and (ii) Landlord shall not unreasonably withhold its consent to Tenant’s proper request for an assignment or sublet.
11.02 If at any time (a) the original Tenant named herein, (b) the then Tenant, (c) any Guarantor, or (d) any Person owning a majority of the voting stock of, or directly or indirectly controlling, the then Tenant shall be a corporation or partnership, any transfer of voting stock or partnership interest resulting in the person(s) who shall have owned a majority of such corporation’s shares of voting stock or the general partners’ interest in such partnership, as the case may be, immediately before such transfer, ceasing to own a majority of such shares of voting stock or general partner’s interest, as the case may be, except as the result of transfers by inheritance, shall be deemed to be used or occupied by othersan assignment of this Lease as to which Landlord’s consent shall have been required, without and in any such event Tenant shall notify Landlord, except that the prior consent in writing and approval provisions of credit by Landlord in each instance which consent the Section 11.02 shall not be unreasonably withheldapplicable to any corporation all the outstanding voting stock of which is listed on a national securities exchange (as defined in the Securities Exchange Act of 1934, conditioned as amended) or delayedis traded in the over-the-counter market with quotations reported by the National Association of Securities Dealers through its automated system for reporting quotations and shall not apply to transactions with a corporation into or with the then Tenant is merged or consolidated or to which substantially all of the then Tenant s assets are transferred or to any corporation which controls or is controlled by the then Tenant or is under common control with the then Tenant, provided that in any of such events (i) the successor to Tenant has a net worth computed in accordance with generally accepted accounting principles at least equal to the greater of (1) the net worth of Tenant immediately prior to such merger, consolidation or transfer, or (2) the net worth of the original Tenant on the date of this Lease, and (ii) proof satisfactory to Landlord of such net worth shall have been delivered to Landlord at least 10 days prior to the effective date of any such transaction. For the purposes of this Section, the words “voting stock” shall refer to shares of stock regularly entitled to vote for the election of directors of the corporation. Landlord shall have the right at any time and from time to time during the Term to inspect the stock record books of the corporation to which the provisions of this Section 11.02 apply, and Tenant will produce the same on request of Landlord.
11.03 If this Lease be so assigned is assigned, whether or transferred, or if all or any part not in violation of the Demised Premises be sublet or occupied by anybody other than Tenantthis Lease, Landlord may collect rent from the assignee. If the Demised Premises or any part thereof are sublet or used or occupied by anybody other then Tenant, transfereewhether or not in violation of this Lease, Landlord may, after default by Tenant, and expiration of Tenant’s time to cure such default, collect rent from the subtenant or occupant. In either event, and Landlord may apply the net amount collected to the rent reserved hereinRent, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any agreement, term, covenant of any of the provisions of Section 11.01 or condition of this LeaseSection 11.02, or the acceptance of the assignee, transferee, subtenant or occupant as tenant, or a release of Tenant from the performance or further performance by Tenant of the terms, covenants and conditions of this Lease, and Tenant shall continue to be liable Tenant’s obligations under this Lease. The consent by Landlord to an any assignment, mortgagemortgaging, pledgesubletting or use or occupancy by others shall not in any way be considered to relieve T▇▇▇▇▇ from obtaining the express written consent of Landlord to any other or further assignment, encumbrance, transfer, management contract mortgaging or subletting or use or occupancy by others not expressly permitted by this Article 11. References in this Lease to use or occupancy by others (that is, anyone other than Tenant) shall not be construed as limited to relieve subtenants and those claiming under or through subtenants but shall be construed as including also licensees and others claiming under or through Tenant, immediately or remotely.
11.04 Any permitted assignment or transfer, whether made with Landlord’s consent pursuant to Section 11.01 or without Landlord’s consent if permitted by Section 11.02, shall be made only if, and shall not be effective until, the assignee shall execute, acknowledge and deliver to Landlord an agreement in form and substance satisfactory to Landlord whereby the assignee shall assume Tenant’s obligations under this Lease and whereby the assignee shall agree that all of the provisions in this Article 11 shall, notwithstanding such assignment or transfer, continue to be binding upon it in respect to all future assignments and transfers. Notwithstanding any assignment or transfer, whether or not in violation of the provisions of this Lease, and notwithstanding the acceptance of Rent by Landlord from an assignee, transferee, or any other party, the original Tenant from obtaining and any other person)s) who at any time was or were Tenant shall remain fully liable for the express payment of the Rent and for Tenant’s other obligations under this Lease.
11.05 The liability of the original named Tenant and any other Person(s) who at any time was or were Tenant for Tenant’s obligations under this Lease shall not be discharged, released or impaired by any agreement or stipulation made by Landlord extending the time of, or modifying any of the obligations of, this Lease, or by any waiver or failure of Landlord to enforce any of the obligations of this Lease.
11.06 The listing of any name other than that of Tenant, whether on the doors of the Demised Premises or the Building directory, or otherwise, shall not operate to vest any right or interest in this Lease or in the Demised Premises, nor shall it be deemed to be the consent in writing of Landlord to any further assignment, mortgage, pledge, encumbrance, transfer, management contract or subletting. Landlord shall have the right to reasonably withhold its consent to an assignment or subletting, mortgage, pledge or other encumbrance. Notwithstanding anything to the contrary herein contained, an assignment of this Lease shall include, without limitation the following: (a) if Tenant shall be a corporation and fifty percent (50%) or more of its voting stock or all or substantially all its assets shall be sold, mortgaged, assigned, pledged, encumbered or otherwise transferred (other than as collateral security for a bona fide loan to a bona fide lender) (and whether in one (1) single transaction or in more than one (1) successive transaction); or (b) if Tenant shall be a partnership, limited liability company, joint venture, syndicate or other group and all or any portion of the interest of any partner, member or other equity holder shall be sold or otherwise transferred (however this provision shall not, as to a corporation or other entity whose stock or other equity interests are publicly traded on a recognized stock exchange, be applicable to sales of stock or other equity interests on such stock exchange). Notwithstanding the forgoing, Tenant may sublease or assign all or a portion of the Premises to an affiliate, parent, subsidiary or operating division of Tenant, or to any entity acquiring all or substantially all of the Tenant’s assets or stock without Landlord’s approval. Tenant shall give Landlord notice of said sublease or assignment.
11.2 Any approved subtenant will be required to have the same financial capacity of that of the Tenant or otherwise be satisfactory to Landlord.
11.3 If Tenant shall desire to assign this Lease or sublet all or a portion of the Premises, Tenant shall submit to Landlord a written request for Landlord's consent to such assignment or subletting, which request shall include the following information: (a) the name and address of the proposed assignee or subtenant; (b) in the case of a proposed subletting, a description identifying the space to be sublet and the term of such subletting; (c) the nature and character of the business of the proposed assignee or subtenant; (d) in the case of a proposed assignment, a current financial statement of the proposed subtenant or assignee; and (e) the proposed assignment or sublease.
11.4 Tenant, within twenty (20) days of its receipt of Landlord's request therefor, shall reimburse Landlord for all reasonable out-of-pocket costs incurred by Landlord in considering whether or not to consent, including reasonable attorney's fees and disbursements and the reasonable costs of making investigations regarding the proposed subtenant or assignee. In the event Landlord grants its consent, but before the subtenant or assignee shall take possession, Tenant shall deliver to Landlord a fully-executed counterpart of the sublease or instrument of assignment.
11.5 If Tenant shall sublease any portion of the Premises or assign this Lease, Tenant shall pay to Landlord fifty percent (50%) of any consideration received by Tenant (net of reasonable costs incurred by Tenant to effect any such assignment or sublet, such as advertising, brokerage, legal and construction expenses) from the subtenant or assignee, as the case may be, to the extent such consideration exceeds the Basic Annual Rent and Additional Rent payable hereunder.
11.6 Notwithstanding any assignment transfer of this Lease or subletting to any sublease of the Demised Premises or to the use or occupancy thereof by others.
11.07 If Tenant shall propose to assign or in any manner transfer this Lease or any interest therein, or sublet the Demised Premises or any part or parts thereof, or grant any concession or license or otherwise permit occupancy of all or any part of the Demised PremisesPremises by any person, whether made Tenant shall give notice thereof to Landlord, together with a copy of the proposed instrument that is to accomplish same and such financial and other information pertaining to the proposed assignee, transferee, subtenant, concessionaire or without licensee as Landlord shall require, and Landlord may, in addition to Landlord's ’s right to give or withhold consent, the terminate this Lease by notice given to Tenant originally named hereinwithin thirty (30) days after receipt of said proposed instrument and financial and other information, and each successor Tenantupon the date specified in such notice, which date shall not be less than thirty (30) days and remain jointly not more than sixty (60) days after the giving of said notice, this Lease shall terminate. If Landlord does not so terminate this Lease, and severally liable for all obligations (if Landlord consents to the subject transaction or if Landlord’s consent is not required to same) if Tenant does not consummate the subject transaction within sixty (60) days after the last day on which Landlord might have so terminated this Lease as a result of such transaction, Tenant hereundershall again be required to comply with the provisions of this Section 11.07 in connection with any such transaction as if the notice by Tenant referred to above in this Section 11.07 had not been given.
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