Bankruptcy Sample Clauses

Bankruptcy. In the event a debtor, trustee or debtor in possession under the Bankruptcy Code, or another person with similar rights, duties and powers under any other Applicable Laws, proposes to cure any default under this Lease or to assume or assign this Lease and is obliged to provide adequate assurance to Landlord that (a) a default shall be cured, (b) Landlord shall be compensated for its damages arising from any breach of this Lease and (c) future performance of Tenants obligations under this Lease shall occur, then such adequate assurances shall include any or all of the following, as designated by Landlord in its sole and absolute discretion:
Bankruptcy. In the event a debtor, trustee or debtor in possession under the Bankruptcy Code, or another person with similar rights, duties and powers under any other Applicable Laws, proposes to cure any default under this Lease or to assume or assign this Lease and is obliged to provide adequate assurance to Landlord that (a) a default shall be cured, (b) Landlord shall be compensated for its damages arising from any breach of this Lease and (c) future performance of Tenants obligations under this Lease shall occur, then such adequate assurances shall include any or all of the following, as designated by Landlord in its sole and absolute discretion:
Bankruptcy. In the event a debtor, trustee or debtor in possession under the Bankruptcy Code, or another person with similar rights, duties and powers under any other Applicable Laws, proposes to cure any default under this Lease or to assume or assign this Lease and is obliged to provide adequate assurance to Landlord that (a) a default shall be cured, (b) Landlord shall be compensated for its damages arising from any breach of this Lease and (c) future performance of Tenants Tenant's obligations under this Lease shall occur, then such adequate assurances shall include any or all of the following, as designated by Landlord in its sole and absolute discretion:
Bankruptcy. In If, as a matter of law, Landlord has no right on the event a bankruptcy of Tenant to terminate this Lease, then, if Tenant, as debtor, or its trustee or debtor in possession under the Bankruptcy Code, or another person with similar rights, duties and powers under any other Applicable Laws, proposes to cure any default under this Lease or wishes to assume or assign this Lease and is obliged Lease, in addition to provide adequate assurance to Landlord that (a) a default shall be cured, (b) Landlord shall be compensated for its damages arising from any breach curing or adequately assuring the cure of this Lease and (c) future performance of Tenants obligations all defaults existing under this Lease shall occuron Tenants part on the date of filing of the proceeding (such assurances being defined below), then such Tenant, as debtor, or the trustee or assignee must also furnish adequate assurances shall include any or of future performance under this Lease (as defined below). Adequate assurance of curing defaults means the posting with Landlord of a sum in cash sufficient to defray the cost of such a cure. Adequate assurance of future performance under this Lease means posting a deposit equal to three (3) months rent, including all other charges payable by Tenant hereunder and, in the case of an assignee, assuring Landlord that the assignee is financially capable of assuming this Lease, and that its use of the followingLeased Premises will not be detrimental to the other tenants in the Building or Landlord. In a reorganization under Chapter 11 of the Bankruptcy Code, as designated by Landlord in its sole the debtor or trustee must assume this Lease or assign it within one hundred twenty (120) days from the filing of the proceeding, or he shall be deemed to have rejected and absolute discretion:terminated this Lease.
Bankruptcy. In The commencement of a bankruptcy action or liquidation action or reorganization action or insolvency action or an assignment of or by Tenant for the event benefit of creditors, or any similar action undertaken by Tenant, or the insolvency of Tenant, shall, at Landlords option, constitute a debtor, breach of this Lease by Tenant. If the trustee or debtor receiver appointed to serve during a bankruptcy, liquidation, reorganization, insolvency or similar action elects to reject Tenants unexpired Lease, the trustee or receiver shall notify Landlord in possession under writing of its election within thirty (30) days after an order for relief in a liquidation action or within thirty (30) days after the Bankruptcy Codecommencement of any action. Within thirty (30) days after court approval of the assumption of this Lease, the trustee or another person with similar rights, duties and powers under any other Applicable Laws, proposes to receiver shall cure any default under this Lease (or to assume or assign this Lease and is obliged to provide adequate assurance to the reasonable satisfaction of Landlord that the trustee or receiver shall cure) any and all previous defaults under the unexpired Lease and shall compensate Landlord for all actual pecuniary loss and shall provide adequate assurance of future performance under the Lease to the reasonable satisfaction of Landlord. Adequate assurance of future performance, as used herein, includes, but shall not be limited to: (ai) a default shall be curedassurance of source and payment of Rent, and other consideration due under this Lease; (bii) Landlord shall be compensated for its damages arising from any breach assurance that the assumption or assignment of this Lease and (c) future performance will not breach substantially any provision, such as radius, location, use, or exclusivity provision, in any agreement relating to the Premises. Nothing contained in this section shall affect the existing right of Tenants obligations under Landlord to refuse to accept an assignment upon commencement of or in connection with a bankruptcy, liquidation, reorganization or insolvency action or an assignment of Tenant for the benefit of creditors or other similar act. Nothing contained in this Lease shall occurbe construed as giving or granting or creating an equity in the demised Premises to Tenant. In no event shall the leasehold estate under this Lease, then such adequate assurances or any interest therein, be assigned by voluntary or involuntary bankruptcy proceeding without the prior written consent of Landlord. In no event shall include this Lease or any rights or all privileges hereunder be an asset of the followingTenant under any bankruptcy, as designated by Landlord in its sole and absolute discretion:insolvency or reorganization proceedings.
Bankruptcy. In (a) Upon or at any time after the event occurrence of an Event of Default, Lender shall have the right to proceed in its own name or in the name of Borrower in respect of any claim, suit, action or proceeding relating to the rejection of any Lease, including, without limitation, the right to file and prosecute, to the exclusion of Borrower, any proofs of claim, complaints, motions, applications, notices and other documents, in any case in respect of the lessee under such Lease under the Bankruptcy Code. (b) If there shall be filed by or against Borrower a debtor, trustee or debtor in possession petition under the Bankruptcy Code, or another person with similar rightsand Borrower, duties and powers as lessor under any other Applicable LawsLease, proposes shall determine to reject such Lease pursuant to Section 365(a) of the Bankruptcy Code, then Borrower shall give Lender not less than ten (10) days prior notice of the date on which Borrower shall apply to the bankruptcy court for authority to reject the Lease. Lender shall have the right, but not the obligation, to serve upon Borrower within such ten-day period a notice stating that (i) Lender demands that Borrower assume and assign the Lease to Lender pursuant to Section 365 of the Bankruptcy Code and (ii) Lender covenants to cure any default under this Lease or to assume or assign this Lease and is obliged to provide adequate assurance of future performance under the Lease. If Lender serves upon Borrower the notice described in the preceding sentence, Borrower shall not seek to Landlord that (a) a default shall be cured, (b) Landlord shall be compensated for its damages arising from any breach of this reject the Lease and shall comply with the demand provided for in clause (ci) future performance of Tenants obligations under this Lease shall occur, then such adequate assurances shall include any or all of the followingpreceding sentence within thirty (30) days after the notice shall have been given, as designated subject to the approval of the bankruptcy court having jurisdiction over the case and to the performance by Landlord Lender of the covenant provided for in its sole and absolute discretion:clause (ii) of the preceding sentence.
Bankruptcy. In (i) If any Ground Lessor shall reject any Ground Lease under or pursuant to Section 365 of the event a debtorBankruptcy Code, trustee or debtor without Lenders prior written consent, the Borrowers shall not elect to treat the Ground Lease as terminated but shall elect to remain in possession of the applicable Ground Lease Site and the leasehold estate under such Ground Lease. The lien of the Deed of Trust covering such Site does and shall encumber and attach to all of the Borrowers rights and remedies at any time arising under or pursuant to Section 365 of the Bankruptcy Code, including without limitation, all of such Borrowers rights to remain in possession of such Site and the leasehold estate. (ii) The Borrowers acknowledge and agree that in any case commenced by or against the Borrowers under the Bankruptcy Code, Lender by reason of the liens and rights granted under the Deed of Trust covering such Site and the Loan Documents shall have a substantial and material interest in the treatment and preservation of such Borrowers rights and obligations under such Ground Lease, and that such Borrower shall, in any such bankruptcy case, provide to Lender immediate and continuous reasonably adequate protection of such interests. Each Borrower and Lender agree that such adequate protection shall include but shall not necessarily be limited to the following: (a) Lender shall be deemed a party to the Ground Lease (but shall not have any obligations thereunder) for purposes of Section 365 of the Bankruptcy Code, and shall, provided that, prior to an Event of Default, no such action by Lender would adversely and materially affect the Borrowers ability to prosecute, or another person defend, any such claims asserted therein, have standing to appear and act as a party in interest in relation to any matter arising out of or related to the Ground Lease or such Site. (b) The Borrowers shall serve Lender with similar rightscopies of all notices, duties pleadings and powers under other documents relating to or affecting the Ground Lease or the applicable Site. Any notice, pleading or document served by the Borrowers on any other Applicable Lawsparty in the bankruptcy case shall be contemporaneously served by such Borrower on Lender, proposes and any notice, pleading or document served upon or received by such Borrower from any other party in the bankruptcy case shall be served by such Borrower on Lender promptly upon receipt by such Borrower. (c) Upon written request of Lender, the Borrowers shall assume the Ground Lease, and shall take such steps as are necessary to cure any default under this Lease or preserve such Borrowers right to assume the Ground Lease, including without limitation using commercially reasonable efforts to obtain extensions of time to assume or assign this reject the Ground Lease and is obliged to provide adequate assurance to Landlord that (aunder Subsection 365(d) a default shall be cured, (b) Landlord shall be compensated for its damages arising from any breach of this Lease and (c) future performance of Tenants obligations under this Lease shall occur, then such adequate assurances shall include any or all of the following, as designated by Landlord in its sole and absolute discretion:Bankruptcy Code to the extent it is applicable.
Bankruptcy. In the event a debtor, trustee or debtor in possession under the Bankruptcy Code, or another person with similar rights, duties and powers under any other Applicable Laws, proposes to cure any default under this Lease or to assume or assign this Lease and is obliged to provide adequate assurance to Landlord that (a) a default shall be cured, (b) Landlord shall be compensated for its damages arising from any breach of this Lease and (c) future performance of Tenants obligations under this Lease shall occur, then such adequate assurances shall include any or all of the following, as designated by Landlord in its sole and absolute reasonable discretion:
Bankruptcy. In the event a debtor, trustee or debtor in possession under the Bankruptcy Code, or another person with similar rights, duties and powers under any other Applicable Laws, proposes to cure any default under If this Lease is assigned pursuant to the provisions of the Revised Bankruptcy Act, 11 U.S.C., Section 101, et seq., any and all consideration paid or to assume or assign this Lease and is obliged to provide adequate assurance to Landlord that (a) a default payable in connection with such assignment shall be curedLandlord's exclusive property and paid or delivered to Landlord, (b) Landlord and shall not constitute the property of Tenant or Tenant's estate in bankruptcy. Any person or entity to whom the Lease is assigned pursuant to the Revised Bankruptcy Act shall be compensated for its damages arising from any breach deemed automatically to have assumed all of this Lease and (c) future performance of Tenants Tenant's obligations under this Lease shall occur, then such adequate assurances shall include any or all of the following, as designated by Landlord in its sole and absolute discretion:Lease.
Bankruptcy. In the event If Tenant shall file a debtor, trustee or debtor petition in possession bankruptcy under any Chapter of the Bankruptcy CodeAct as then in effect, or another person with similar rightsif Tenant be adjudicated a bankrupt in involuntary bankruptcy proceedings and such adjudication shall not have been vacated within sixty (60) days from the date thereof, duties and powers under any other Applicable Laws, proposes to cure any default under this Lease or to assume if a receiver or assign this Lease and is obliged to provide adequate assurance to Landlord that (a) a default shall trustee be cured, (b) Landlord shall be compensated for its damages arising from any breach of this Lease and (c) future performance appointed of Tenants obligations under property and the order appointing such receiver or trustee not be set aside or vacated within thirty (30) days after the entry thereof, or if the Tenant shall assign Tenants estate or effects for the benefit of creditors, or if this Lease shall occurotherwise by operation of law devolve or pass to any person or persons other than Tenant, then and in any such adequate assurances event Landlord may, if Landlord so elects, with notice of such election, forthwith terminate this Lease, and notwithstanding any other provisions of this Lease, Landlord, in addition to any and all rights and remedies allowed by law or equity, shall include upon such termination be entitled to recover damages in the amount provided in Section 27(b) above and neither Tenant nor any person claiming through or all under Tenant or by virtue of any statute or order of any court shall be entitled to possession of the followingPremises but shall forthwith quit and surrender the Premises to Landlord. Nothing herein contained shall limit or prejudice the right of Landlord to prove and obtain as damages by reason of any such termination an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, as designated by Landlord and governing the proceedings in its sole and absolute discretion:which, such damages are to be proved, whether or not such amount be greater, equal to, or less than the amount of damages recoverable under the provisions of this Section 36.
Bankruptcy. If Tenant shall file a petition in bankruptcy under any chapter of federal bankruptcy law as then in effect, or if Tenant be adjudicated a bankrupt in involuntary bankruptcy proceedings and such adjudication shall not have been vacated within ninety (90) days from the date thereof, or if a receiver or trustee be appointed of Tenants property and the order appointing such receiver or trustee not be set aside or vacated within ninety (90) days after the entry thereof, or if Tenant shall assign Tenants estate or effects for the benefit of creditors, or if this Lease shall otherwise by operation of law pass to any person or persons other than Tenant, then in any such event Landlord may, if Landlord so elects, with or without notice of such election and with or without entry or action by Landlord, forthwith terminate this Lease. Notwithstanding any other provisions of this Lease, Landlord, in addition to any and all rights and remedies allowed by law or equity, shall upon such termination be entitled to recover damages in the amount provided in Subparagraph 24.2 below. In the event a debtorof such termination, trustee neither Tenant nor any person claiming through or debtor under Tenant or by virtue of any statute or order of any court shall be entitled to possession of the Premises, and Tenant shall forthwith quit and surrender the Premises to Landlord. Nothing herein contained shall limit or prejudice the right of Landlord to prove and obtain as damages by reason of any such termination an amount equal to the maximum allowed by any statute or rule of law in possession effect at the time when, and governing the proceedings in which, such damages are to be proved, whether or not such amount be greater, equal to, or less than the amount of damages recoverable under the Bankruptcy Code, or another person with similar rights, duties and powers under any other Applicable Laws, proposes to cure any default under this Lease or to assume or assign this Lease and is obliged to provide adequate assurance to Landlord that (a) a default shall be cured, (b) Landlord shall be compensated for its damages arising from any breach provisions of this Lease and (c) future performance of Tenants obligations under this Lease shall occur, then such adequate assurances shall include any or all of the following, as designated by Landlord in its sole and absolute discretion:Paragraph 23.
Bankruptcy. In As a material inducement to Lessor executing this Lease, Lessee acknowledges and agrees that Lessor is relying upon (a) the event financial condition and specific operating experience of Lessee and Lessee's obligation to use the Property as a debtorPermitted Facility; (b) Lessee's timely performance of all of its obligations under this Lease notwithstanding the entry of an order for relief under the Bankruptcy Code for Lessee; and (c) all defaults under this Lease being cured promptly and this Lease being assumed within sixty (60) days of any order for relief entered under the Bankruptcy Code for Lessee, trustee or debtor this Lease being rejected within such sixty (60)-day period and the Property surrendered to Lessor. Accordingly, in possession consideration of the mutual covenants contained in this Lease and for other good and valuable consideration, Lessee hereby agrees that: (i) all obligations that accrue under this Lease (including the obligation to pay the Rental), from and after an Insolvency Event shall be timely performed exactly as provided in this Lease and any failure to so perform shall be harmful and prejudicial to Lessor; (ii) any and all Rental that accrue from and after an Insolvency Event and that are not paid as required by this Lease shall, in the amount of such Rental, constitute administrative expense claims allowable under the Bankruptcy Code with priority of payment at least equal to that of any other actual and necessary expenses incurred after an Insolvency Event; (iii) any extension of the time period within which Lessee may assume or reject this Lease without an obligation to cause all obligations under this Lease to be performed as and when required under this Lease shall be harmful and prejudicial to Lessor; (iv) any time period designated as the period within which Lessee must cure all defaults and compensate Lessor for all pecuniary losses which extends beyond the date of assumption of this Lease shall be harmful and prejudicial to Lessor; (v) any assignment of this Lease must result in all terms and conditions of this Lease being assumed by the assignee without alteration or amendment, and any assignment which results in an amendment or alteration of the terms and conditions of this Lease without the express written consent of Lessor shall be harmful and prejudicial to Lessor; (vi) any proposed assignment of this Lease shall be harmful and prejudicial to Lessor if made to an assignee[: (A)] that does not possess financial condition adequate to operate Permitted Facilities upon the Property or operating performance and experience characteristics satisfactory to Lessor equal to or better than the financial condition, operating performance and experience of Lessee as of the Commencement Date; [or (B) that does not provide guarantors of the lease obligations with financial condition equal to or better than the financial condition of the [Guarantor] as of the Commencement Date;] and (vii) the rejection (or deemed rejection) of this Lease for any reason whatsoever shall constitute cause for immediate relief from the automatic stay provisions of the Bankruptcy Code, and Lessee stipulates that such automatic stay shall be lifted immediately and possession of the Property will be delivered to Lessor immediately without the necessity of any further action by Lessor. No provision of this Lease shall be deemed a waiver of Lessor's rights or another person remedies under the Bankruptcy Code or applicable Law to oppose any assumption and/or assignment of this Lease, to require timely performance of Lessee's obligations under this Lease, or to regain possession of the Property as a result of the failure of Lessee to comply with similar rights, duties the terms and powers under any other Applicable Laws, proposes to cure any default under conditions of this Lease or to assume or assign the Bankruptcy Code. Notwithstanding anything in this Lease and is obliged to provide adequate assurance the contrary, all amounts payable by Lessee to Landlord that (a) a default or on behalf of Lessor under this Lease, whether or not expressly denominated as such, shall be cured, (b) Landlord shall be compensated constitute "rent" for its damages arising from any breach the purposes of the Bankruptcy Code. For purposes of this Lease Section addressing the rights and (c) future performance obligations of Tenants obligations under this Lease shall occurLessor and Lessee upon an Insolvency Event, then such adequate assurances the term "Lessee" shall include any Lessee's successor in bankruptcy, whether a trustee, Lessee as debtor in possession or all of the following, as designated by Landlord in its sole and absolute discretion:other responsible person.
Bankruptcy. In the event a debtor, trustee or debtor in possession under the Bankruptcy Code, or another person with similar rights, duties and powers under any other Applicable Laws, proposes to cure any default under this Lease or to assume or assign this Lease and is obliged to provide adequate assurance to Landlord that (a) a default shall be cured, (b) Landlord shall be compensated for its damages arising from any breach of this Lease and (c) future performance of Tenants obligations under this Lease shall occur, then such adequate assurances shall include any or all of the following, as designated by Landlord in its sole and absolute reasonable discretion:
Bankruptcy. In As a material inducement to Lessor executing this Lease, Lessee acknowledges and agrees that Lessor is relying upon (a) the event a debtorfinancial condition and specific operating experience of Lessee and Lessees obligation to use the Properties as Permitted Facilities; (b) Lessees timely performance of all of its obligations under this Lease notwithstanding the entry of an order for relief under the Bankruptcy Code for Lessee; and (c) all defaults under this Lease being cured promptly and this Lease being assumed within sixty (60) days of any order for relief entered under the Bankruptcy Code for Lessee, trustee or debtor this Lease being rejected within such sixty (60)-day period and the Properties surrendered to Lessor. Accordingly, in possession consideration of the mutual covenants contained in this Lease and for other good and valuable consideration, Lessee hereby agrees that: (i) all obligations that accrue under this Lease (including the obligation to pay Rentals), from and after an Insolvency Event shall be timely performed exactly as provided in this Lease and any failure to so perform shall be harmful and prejudicial to Lessor; (ii) any and all Rentals that accrue from and after an Insolvency Event and that are not paid as required by this Lease shall, in the amount of such Rentals, constitute administrative expense claims allowable under the Bankruptcy Code with priority of payment at least equal to that of any other actual and necessary expenses incurred after an Insolvency Event; (iii) any extension of the time period within which Lessee may assume or reject this Lease without an obligation to cause all obligations under this Lease to be performed as and when required under this Lease shall be harmful and prejudicial to Lessor; (iv) any time period designated as the period within which Lessee must cure all defaults and compensate Lessor for all pecuniary losses which extends beyond the date of assumption of this Lease shall be harmful and prejudicial to Lessor; (v) any assignment of this Lease must result in all terms and conditions of this Lease being assumed by the assignee without alteration or amendment, and any assignment which results in an amendment or alteration of the terms and conditions of this Lease without the express written consent of Lessor shall be harmful and prejudicial to Lessor; (vi) any proposed assignment of this Lease shall be harmful and prejudicial to Lessor if made to an assignee that does not possess financial condition adequate to operate Permitted Facilities upon the Properties or operating performance and experience characteristics satisfactory to Lessor equal to or better than the financial condition, operating performance and experience of Lessee as of the Effective Date; and (vii) the rejection (or deemed rejection) of this Lease for any reason whatsoever shall constitute cause for immediate relief from the automatic stay provisions of the Bankruptcy Code, and Lessee stipulates that such automatic stay shall be lifted immediately and possession of the Properties will be delivered to Lessor immediately without the necessity of any further action by Lessor. No provision of this Lease shall be deemed a waiver of Lessors rights or another person remedies under the Bankruptcy Code or applicable Law to oppose any assumption and/or assignment of this Lease, to require timely performance of Lessees obligations under this Lease, or to regain possession of the Properties as a result of the failure of Lessee to comply with similar rights, duties the terms and powers under any other Applicable Laws, proposes to cure any default under conditions of this Lease or to assume or assign the Bankruptcy Code. Notwithstanding anything in this Lease and is obliged to provide adequate assurance the contrary, all amounts payable by Lessee to Landlord that (a) a default shall be cured, (b) Landlord shall be compensated for its damages arising from any breach or on behalf of this Lease and (c) future performance of Tenants obligations Lessor under this Lease shall occurLease, then such adequate assurances shall include any whether or all of the following, as designated by Landlord in its sole and absolute discretion:not expressly
Bankruptcy. The leasehold interest created by this LEASE shall not be treated as an asset of LESSEES, or any guarantors, estate. In the event a debtorLESSEE, trustee or debtor in possession any guarantor of the LEASE, files for protection under the Bankruptcy Code, or another person with similar rights, duties and powers under any other Applicable Laws, proposes to cure LESSOR may terminate this LEASE upon thirty (30) days notice, provided however, the obligations of LESSEE, and any default guarantor of the LEASE, under this Lease or to assume or assign this Lease and is obliged to provide adequate assurance to Landlord that (a) a default the LEASE shall be curedfully forgiven, and further provided, LESSOR shall have obtained possession of the Premises within sixty (b60) Landlord days following the Bankruptcy filing date. Should LESSOR elect not to terminate the LEASE in accordance herein, LESSOR shall be compensated entitled to recover the maximum award permitted for its any damages arising or losses, which are suffered from any breach of this Lease and (c) future performance of Tenants obligations under this Lease shall occur, then such adequate assurances shall include any or all of the following, as designated by Landlord in its sole and absolute discretion:event.
Bankruptcy. In the event a debtor, trustee If Franchisee or debtor in possession any Owner files for protection under the U.S. Bankruptcy Code, as amended, and if, for any reason, this Agreement is not terminated pursuant to Section 14 and is to be assumed by, or another assigned to, any person with similar rightsor entity who has made a bona fide offer to accept an assignment of this Agreement as contemplated by the United States Bankruptcy Code, duties then notice to Franchisor of such proposed assignment or assumption shall be required. Such notice shall be given to Franchisor within twenty (20) days after receipt by Franchisee of such proposed assignee's offer to accept assignment of the Franchisee's rights and powers under any other Applicable Laws, proposes to cure any default obligations under this Lease or Agreement, and, in any event, at least ten (10) days prior to assume or assign this Lease the date application is made to a court of competent jurisdiction for authority and is obliged approval to provide enter into such assignment and assumption. Such notice shall include the following: (i) the name and address of the proposed assignee, (ii) all of the terms and conditions of the proposed assignment and assumption, and (iii) the adequate assurance to Landlord be provided to Franchisor to assure the proposed assignee's future performance under this Agreement, including, without limitation the assurance referred to in Section 365 of the Bankruptcy Code and the satisfaction of the preconditions to transfer set forth in Section 13.3. of this Agreement. Franchisor shall thereupon have the prior right and option, to be exercised by notice given at any time prior to the effective date of such proposed assignment and assumption, to accept an assignment of this Agreement to Franchisor itself, upon the same terms and conditions and for the same consideration, if any, as in the bona fide offer made by the proposed assignee, less any brokerage commissions or other expenses which may be saved by Franchisee, as a result of the exercise by Franchisor of the rights and options granted herein. Nothing in this paragraph shall cause Franchisor to be liable for the payment of any brokerage commissions or other expenses as a result of the exercise of Franchisor's rights and options hereunder, without Franchisor's separate written consent. 13.8.A. For purposes of any assumption or assignment of this Agreement pursuant to Bankruptcy Code Section 365, "adequate assurance of future performance" shall mean that (a) a default specific evidence shall be curedgiven to Franchisor that any proposed assignee of this Agreement can and will comply with all operational and other performance requirements, and with all conditions, obligations, duties, covenants, and requirements of a franchisee under (i) this Agreement, (bii) Landlord shall be compensated for its damages arising from any breach of this Lease the standard form renewal franchise agreement then being offered to System franchisees, (iii) such other ancillary agreements as Franchisor may require, and (civ) any of Franchisor's policies describing franchisees' duties, obligations, conditions, covenants, or performance requirements. Additionally, adequate assurance of future performance of Tenants obligations under this Lease shall occur, mean that any proposed assignee shall meet Franchisor's then such adequate assurances shall include any or all of the following, as designated by Landlord in its sole and absolute discretion:current standards for transfers pursuant to Section 13.3 hereof.
Bankruptcy. In the event a debtor, trustee or debtor in possession Except for exercising Tenant's rights and prerogatives under Section 365(h) of the Bankruptcy CodeCode (as defined below) or other applicable law, or another person with similar rights, duties Tenant covenants and powers under any other Applicable Laws, proposes to cure any default agrees that it will remain obligated under this Lease in accordance with its terms, and that Tenant will not take any action to terminate, rescind, or avoid this Lease, notwithstanding the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding-up or other proceeding affecting Landlord or any assignee of Landlord in any such proceeding and notwithstanding any action with respect to assume or assign this Lease and is obliged to provide adequate assurance to which may be taken by any trustee or receiver of Landlord that (a) a default shall be cured, (b) Landlord shall be compensated for its damages arising from or any breach of this Lease and (c) future performance of Tenants obligations under this Lease shall occur, then such adequate assurances shall include assignee in any such proceeding or all of the following, as designated by Landlord any court in its sole and absolute discretion:any such proceeding.
Bankruptcy. In the event a debtor, trustee the estate created hereby shall be taken in execution or debtor in possession under the Bankruptcy Codeby other process of law, or another person with similar rightsif Lessee shall be adjudicated insolvent or bankrupt pursuant to the provisions of any state or federal insolvency or bankruptcy law, duties or if a receiver or trustee of the property of Lessee shall be appointed by reason of Lessee's insolvency or inability to pay its debts, or if any assignment shall be made of Lessee's property for the benefit of creditors, then and powers under in any other Applicable Lawsof such events, proposes to cure any default under Lessor may terminate this Lease by written notice to Lessee; provided, however, if the order of the court creating any of such disabilities shall not be final by reason of pendency of such proceeding, or appeal from such order, then Lessor shall not have the right to assume or assign terminate this Lease and is obliged to provide adequate assurance to Landlord that (a) a default shall be cured, (b) Landlord shall be compensated for so long as Lessee performs its damages arising from any breach of this Lease and (c) future performance of Tenants obligations under this Lease shall occur, then such adequate assurances shall include any or all of the following, as designated by Landlord in its sole and absolute discretion:hereunder.
Bankruptcy. In the event a debtor, trustee or debtor in possession under the Bankruptcy Code, or another person with similar rights, duties and powers under any other Applicable Laws, proposes to cure any default under this Lease or to assume or assign this Lease and is obliged to provide adequate assurance to Landlord that (a) a default shall be cured, (b) Landlord shall be compensated for its damages arising from any breach of this Lease and (c) future performance of Tenants Tenant's obligations under this Lease shall occur, then such adequate assurances shall include any or all of the following, as designated by Landlord in its sole and absolute discretion:
Appears in 2 contracts Lease (Acorda Therapeutics Inc),
Bankruptcy. In the event a debtor, trustee or debtor in possession under the Bankruptcy Code, or another person with similar rights, duties and powers under any other Applicable Laws, proposes to cure any default under this Lease or to assume or assign this Lease and is obliged to provide adequate assurance to Landlord that (a) a default shall be cured, (b) Landlord shall be compensated for its damages arising from any breach of this Lease and (c) future performance of Tenants Tenant's obligations under this Lease shall occur, then such adequate assurances shall include any or all of the following, as designated by Landlord in its sole and absolute discretion:: (w) those acts specified in the Bankruptcy Code or other Applicable Laws as included within the meaning of "adequate assurance," even if this Lease does not concern a facility described in such Applicable Laws; (x) a prompt cash payment to compensate Landlord for any monetary defaults or actual damages arising directly from a breach of this Lease; (y) a cash deposit in an amount at least equal to the then-current amount of the Security Deposit; or (z) the assumption or assignment of all of Tenant's interest and obligations under this Lease.
Bankruptcy. In Without limiting the event a debtor, trustee or debtor in possession under the Bankruptcy Code, or another person with similar rights, duties and powers under any other Applicable Laws, proposes to cure any default under this Lease or to assume or assign this Lease and is obliged to provide adequate assurance to Landlord that (a) a default shall be cured, (b) Landlord shall be compensated for its damages arising from any breach of this Lease and (c) future performance of Tenants Guarantors' obligations under this Guaranty, if Tenant or Tenant's trustee, receiver or other officer with similar powers, rejects, disaffirms or otherwise terminates the Master Lease pursuant to any bankruptcy, insolvency, reorganization, moratorium or any other law affecting creditors' rights generally, Guarantors, jointly and severally, shall occurautomatically be deemed to have assumed, then from and after the date such adequate assurances rejection, disaffirmance or other termination of the Master Lease is deemed effective, all obligations and liabilities of Tenant under the Master Lease to the same extent as if Guarantors had been originally named instead of Tenant as the Tenant under the Master Lease and as if the Master Lease had never been so rejected, disaffirmed or otherwise terminated. Guarantor, upon such assumption, shall include any or pay, perform and observe all of the followingGuaranteed Obligations, whether accrued or accruing, and Guarantors shall be subject to any rights or remedies of Landlord that may have accrued or that may thereafter accrue against Tenant on account of any default or event of default under the Master Lease notwithstanding that such defaults existed prior to the date Guarantors are deemed to have assumed the Master Lease or that such rights or remedies are unenforceable against Tenant by reason of such rejection, disaffirmance or other termination. Guarantors shall confirm such assumption in writing at the request of Landlord upon or after such rejection, disaffirmance or other termination but any such failure shall not affect the assumption by Guarantors. Neither Guarantors' obligation to make payment or performance of the Guaranteed Obligations under this Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed, stayed, released or limited in any manner by any impairment, modification, change, release, limitation or stay of the liability of Tenant or its estate in bankruptcy or any remedy for the enforcement thereof resulting from the operation of any present of future provision of the U.S. Bankruptcy Code or other statute or from any court decision and Guarantors shall be obligated under this Guaranty as designated by Landlord in its sole and absolute discretion:if no such impairment, stay, modification, change, release or limitation had occurred.
Bankruptcy. In Buyer agrees that upon the event a debtor, trustee occurrence of any of the following conditions or debtor events (i) Buyer shall be deemed to be in possession under the Bankruptcy Code, or another person with similar rights, duties and powers under any other Applicable Laws, proposes to cure any default under this Lease or Agreement, (ii) this Agreement shall not become an asset in any of such proceedings, (iii) in addition to assume or assign this Lease and is obliged to provide adequate assurance to Landlord that (a) a default all other available remedies, it shall be curedlawful for Seller to declare this Agreement terminated, (b) Landlord shall be compensated for its damages arising from any breach of this Lease and (civ) future performance of Tenants obligations Buyer shall have no further claim on the Property under this Lease shall occur, then such adequate assurances shall include Agreement or otherwise and no right to the return of any payments or all of the following, as designated by Landlord in its sole and absolute discretionexpenses incurred pursuant to this Agreement:
Bankruptcy. In The commencement of a bankruptcy action or liquidation action or reorganization action or insolvency action or an assignment of or by Tenant for the event benefit of creditors, or any similar action undertaken by Tenant, or the insolvency of Tenant, shall, at Landlord's option, constitute a debtor, material breach of this Lease by Tenant. If the trustee or debtor receiver appointed to serve during a bankruptcy, liquidation, reorganization, insolvency or similar action elects to reject Tenant's unexpired Lease, the trustee or receiver shall notify Landlord in possession under writing within the shortest time period afforded by the Bankruptcy Coderules and/or regulations. Subject to applicable law, Landlord shall have all rights available to terminate Tenant's right to possession on an expedited basis and proceed against Tenant for all damages. Within thirty (30) days after court approval of the assumption of this Lease, the trustee or another person with similar rights, duties and powers under any other Applicable Laws, proposes to receiver shall cure any default under this Lease (or to assume or assign this Lease and is obliged to provide adequate assurance to the reasonable satisfaction of Landlord that the trustee or receiver shall cure) any and all previous defaults under the un-expired Lease and shall compensate Landlord for all actual pecuniary loss and shall provide adequate assurance of future performance under said Lease to the reasonable satisfaction of Landlord. Adequate assurance of future performance, as used herein, includes, but shall not be limited to: (ai) a default shall be curedassurance of source and payment of rent, and other consideration due under this Lease; (bii) Landlord shall be compensated for its damages arising from any breach assurance that the assumption or assignment of this Lease and (c) future performance will not breach substantially any provision, such as radius, location, use, or exclusivity provision, in any agreement relating to the above described Premises. Nothing contained in this paragraph shall affect the existing right of Tenants obligations under Landlord to refuse to accept an assignment upon commencement of or in connection with a bankruptcy, liquidation, reorganization or insolvency action or an assignment of Tenant for the benefit of creditors or other similar act. Nothing contained in this Lease shall occurbe construed as giving or granting or creating an equity in the demised Premises to Tenant. In no event shall the leasehold estate under this Lease, then such adequate assurances or any interest therein, be assigned by voluntary or involuntary bankruptcy proceeding without the prior written consent of Landlord. In no event shall include this Lease or any rights or all privileges hereunder be an asset of the followingTenant under any bankruptcy, as designated by Landlord in its sole and absolute discretion:insolvency or reorganization proceedings.
Appears in 1 contract Lease Agreement (Telomolecular Corp),
Bankruptcy. In the event a debtor, trustee or debtor in possession under the Bankruptcy Code, or another person with similar rights, duties and powers under any other Applicable Lawsapplicable laws, proposes to cure any default Event of Default under this Lease or to assume or assign this Lease and is obliged to provide adequate assurance to Landlord that (a) a default an Event of Default shall be cured, (b) Landlord shall be compensated for its damages arising from any breach of this Lease and (c) future performance of Tenants Tenant's obligations under this Lease shall occur, then such adequate assurances shall include any or all of the following, as designated by Landlord in its sole and absolute discretion:
Appears in 1 contract Lease (Achaogen Inc),
Bankruptcy. In If Landlord is not permitted to terminate this Lease, as provided in this Section 23 because of the event provisions of the United States Code relating to Bankruptcy, as amended (Bankruptcy Code), then Tenant as a debtor, trustee or debtor in possession under or any trustee for Tenant agrees promptly, within no more than sixty (60) days after the Bankruptcy Codefiling of the bankruptcy petition, to assume or another person with similar rightsreject this Lease. In such event, duties and powers under Tenant or any other Applicable Laws, proposes to trustee for Tenant may only assume this Lease if: (a) it cures or provides adequate assurances that the trustee will promptly cure any default under this Lease or to assume or assign this Lease and is obliged to provide adequate assurance to Landlord that (a) a default shall be cured, Lease; (b) compensates or provides adequate assurance that Tenant will promptly compensate Landlord shall be compensated for its damages arising of any actual pecuniary loss to Landlord resulting from any breach Tenants Event of this Lease Default; and (c) provides adequate assurance of performance during the fully stated Term of all of the terms, covenants, and provisions of this Lease to be performed by Tenant. In no event after the assumption of this Lease may any then existing Event of Default remain uncured for a period in excess of the earlier of ten (10) days or the time period set forth in this Lease. Adequate assurance of performance of this Lease, as set forth in this Lease above, includes, without limitation, adequate assurance (i) of the source of rent reserved under this Lease; and (ii) that the assumption of this Lease will not breach any provision under this Lease. If Tenant assumes this Lease and proposes to assign the same pursuant to the provisions of the Bankruptcy Code to any person or entity who has made a bona fide offer to accept an assignment of this Lease on terms acceptable to Tenant, then notice of such proposed assignment, setting forth: (i) the name and address of such person; (ii) all of the terms and conditions of such offer; and (iii) the adequate assurance to be provided Landlord to assure such persons future performance under the Lease, including, without limitation, the assurance referred to in Article 365(b)(3) of Tenants the Bankruptcy Code, shall be given to Landlord by the Tenant no later than twenty (20) days after receipt by the Tenant but in any event no later than ten (10) days prior to the date that the 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 the Tenant given at any time prior to the effective date of such proposed assignment, to accept an assignment of this Lease 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 Lease. If this Lease is assigned to any person or entity pursuant to the provisions of the Bankruptcy Code any and all monies or other considerations payable or otherwise to be delivered to Landlord, shall be and remain the exclusive property of Landlord and shall not constitute property of Tenant or of the estate of the Tenant within the meaning of the Bankruptcy Code. Any and all monies or other considerations constituting the Landlords property under the preceding sentence not paid or delivered to the Landlord shall be held in trust for the benefit of Landlord and shall be promptly paid to the Landlord. Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code shall be conclusively deemed without further act or deed to have assumed all of the obligations arising under this Lease on and after the date of such assignment. Any such assignee shall occurupon demand execute and deliver to Landlord an instrument confirming such assumption. Any such assignee shall be permitted to use the Leased Premises only for the Use. Tenant shall not, then such adequate assurances shall include by virtue of this Section, have any or all of further rights relating to assignment other than those granted in the following, as designated by Landlord in its sole and absolute discretion:Bankruptcy Code.
Bankruptcy. In If a petition is filed by or against Tenant for relief under Title 11 of the event United States Code, as amended (the Bankruptcy Code), and Tenant (including for purposes of this Section 12.04 Tenants successor in bankruptcy, whether a debtor, trustee or Tenant as debtor in possession possession) assumes and proposes to assign, or proposes to assume and assign, this Lease pursuant to the provisions of the Bankruptcy Code to any person or entity who has made or accepted a bona fide offer to accept an assignment of this Lease on terms acceptable to Tenant, then notice of the proposed assignment setting forth (a) the name and address of the proposed assignee, (b) all of the terms and conditions of the offer and proposed assignment, and (c) the adequate assurance to be furnished by the proposed assignee of its future performance under the Lease, shall be given to Landlord by Tenant no later than twenty (20) days after Tenant has made or received such offer, but in no event later than ten (10) days prior to the date on which Tenant applies to a court of competent jurisdiction for authority and approval to enter into the proposed assignment. Landlord shall have the prior right and option, to be exercised by notice to Tenant given at any time prior to the date on which the court order authorizing such assignment becomes final and nonappealable, to receive an assignment of this Lease upon the same terms and conditions, and for the same consideration, if any, as the proposed assignee, less any brokerage commissions which may otherwise be payable out of the consideration to be paid by the proposed assignee for the assignment of this Lease. If this Lease is assigned pursuant to the provisions of the Bankruptcy Code, Landlord: (i) may require from the assignee a deposit or another other security for the performance of its obligations under the Lease in an amount substantially the same as would have been required by Landlord upon the initial leasing to a tenant similar to the assignee; and (ii) shall receive, as additional rent, the sums and economic consideration described in Section 12.02. Any person with similar rightsor entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code shall be deemed, duties and powers under any other Applicable Lawswithout further act or documentation, proposes to cure any default have assumed all of the Tenants obligations arising under this Lease or to assume or assign this Lease on and is obliged to provide adequate assurance after the date of such assignment. Any such assignee shall, upon demand, execute and deliver to Landlord that (a) a default shall be cured, (b) Landlord shall be compensated for its damages arising from any breach an instrument confirming such assumption. No provision of this Lease and (c) future shall be deemed a waiver of Landlords rights or remedies under the Bankruptcy Code to oppose any assumption and/or assignment of this Lease, to require a timely performance of Tenants obligations under this Lease shall occurLease, then such adequate assurances shall include any or all to regain possession of the followingPremises if this Lease has neither been assumed nor rejected within sixty (60) days after the date of the order for relief or within such additional time as a court of competent jurisdiction may have fixed. Notwithstanding anything in this Lease to the contrary, all amounts payable by Tenant to or on behalf of Landlord under this Lease, whether or not expressly denominated as designated by Landlord in its sole and absolute discretion:rent, shall constitute rent for the purposes of Section 502(b)(6) of the Bankruptcy Code.
Bankruptcy. In If Landlord shall not be permitted to terminate this Lease, as provided in this Article XX because of the event provisions of the United States Code relating to Bankruptcy, as amended (hereinafter referred to as the Bankruptcy Code), then Tenant as a debtor-in-possession or any trustee for Tenant agrees promptly, within no more than sixty (60) days after the filing of the bankruptcy petition, to assume or reject this Lease. In such event, Tenant or any trustee for Tenant may only assume this Lease if: (a) it cures or debtor provides adequate assurances that the trustee will promptly cure any default hereunder; (b) compensates or provides adequate assurance that Tenant will promptly compensate Landlord of any actual pecuniary loss to Landlord resulting from Tenants default; and (c) provides adequate assurance of performance during the fully stated term hereof of all of the terms, covenants, and provisions of this Lease to be performed by Tenant. In no event after the assumption of this Lease shall any then-existing default remain uncured for a period in possession excess of the earlier of ten (10) days or the time period set forth herein. Adequate assurance of performance of this Lease, as set forth hereinabove, shall include, without limitation, adequate assurance: (i) of the source of rent reserved hereunder; and (ii) that the assumption of this Lease will not breach any provision hereunder. If Tenant assumes this Lease and proposes to assign the same pursuant to the provisions of the Bankruptcy Code to any person or entity who shall have made a bona fide offer to accept an assignment of this Lease on terms acceptable to Tenant, then notice of such proposed assignment, setting forth: (i) the name and address of such person; (ii) all of the terms and conditions of such offer, and (iii) the adequate assurance to be provided Landlord to assure such persons future performance under the Lease, including, without limitation, the assurance referred to in Section 365(b)(3) of the Bankruptcy Code, shall be given to Landlord by the Tenant no later than twenty (20) days after receipt by the Tenant but in any event no later than ten (10) days prior to the date that the 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 the Tenant given at any time prior to the effective date of such proposed assignment, to accept an assignment of this Lease 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 Lease. If this Lease is assigned to any person or another entity pursuant to the provisions of the Bankruptcy Code any and all monies or other considerations payable or otherwise to be delivered to Landlord, shall be and remain the exclusive property of Landlord and shall not constitute property of Tenant or of the estate of the Tenant within the meaning of the Bankruptcy Code. Any and all monies or other considerations constituting the Landlords property under the preceding sentence not paid or delivered to the Landlord shall be held in trust for the benefit of Landlord and shall be promptly paid to the Landlord. Any person with similar rights, duties and powers under any other Applicable Laws, proposes or entity to cure any default which this Lease is assigned pursuant to the provisions of the Bankruptcy Code shall be conclusively deemed without further act or deed to have assumed all of the obligations arising under this Lease or to assume or assign this Lease on and is obliged to provide adequate assurance after the date of such assignment. Any such assignee shall upon demand execute and deliver to Landlord that (a) a default an instrument confirming such assumption. Any such assignee shall be curedpermitted to use the Leased Premises only for the Use. Nothing contained in this Section shall, (b) Landlord shall be compensated for its damages arising from in any breach way, constitute a waiver of the provisions of Article XIV of this Lease and (c) future performance relating to alienation. Tenant shall not, by virtue of Tenants obligations this Section, have any further rights relating to assignment other than those granted in the Bankruptcy Code. Notwithstanding anything in this Lease to the contrary, all amounts payable by Tenant to or on behalf of Landlord under this Lease Lease, whether or not expressly denominated as rent, shall occur, then such adequate assurances shall include constitute rent for the purpose of Section 501(b)(6) or any or all successive section of the following, as designated by Landlord in its sole and absolute discretion:Bankruptcy Code.
Bankruptcy. In the event a debtor, trustee or debtor in possession under the Bankruptcy Code, or another person with similar rights, duties and powers under any other Applicable Laws, proposes to cure any default under If this Lease is assigned pursuant to the provisions of The Revised Bankruptcy Act, 11 U.S.C., Section 101, et seq., any and all consideration paid or to assume or assign this Lease and is obliged to provide adequate assurance to Landlord that (a) a default payable in connection with such assignment shall be curedLandlord's exclusive property and paid or delivered to Landlord, (b) Landlord and shall not constitute the property of Tenant or Tenant's estate in bankruptcy. Any person or entity to whom the Lease is assigned pursuant to the Revised Bankruptcy Act shall be compensated for its damages arising from any breach deemed automatically to have assumed all of this Lease and (c) future performance of Tenants Tenant's obligations under this Lease shall occur, then such adequate assurances shall include any or all of the following, as designated by Landlord in its sole and absolute discretion:Lease.
Bankruptcy. In the event (a) Subject to Article 25, if an order for relief is entered or if a debtor, trustee stay of proceeding or debtor other act becomes effective in possession favor of Landlord or Landlords interest in this Lease in any proceeding which is commenced by or against Landlord under the Bankruptcy Code, or another person with similar rights, duties and powers under any other Applicable Lawspresent or future applicable federal, proposes to cure any default under this Lease state or to assume other statute or assign this Lease and is obliged to provide adequate assurance to Landlord that (a) a default law, Tenant shall be cured, entitled to invoke any and all rights and remedies available to it under law or this Lease. (b) If an order for relief is entered or if a stay of proceeding or other act becomes effective in favor of Tenant or Tenants interest in this Lease, in any proceeding which is commenced by or against Tenant, under the Bankruptcy Code, or any other present or future applicable federal, state or other statute or law, Landlord shall be compensated for its damages arising from entitled to invoke any breach of and all rights and remedies available to it under such laws or this Lease Lease, including such rights and (c) remedies as may be necessary to adequately protect Landlords right, title and interest in and to the Premises or any part thereof and/or adequately ensure the complete and continuous future performance of Tenants obligations under this Lease shall occurLease. Adequate protection of Landlords right, then such title and interest in and to the Premises, and adequate assurances shall include any or all assurance of the followingcomplete and continuous future performance of Tenants obligations under this Lease, as designated by Landlord in its sole and absolute discretionmay include the following requirements:
Bankruptcy. (a) In the event a petition is filed by or against Tenant under the United States Bankruptcy Code, 11 U.S.C. SSSS 101-1330, as amended, or any successor thereto (the Bankruptcy Code), Tenant, as debtor and debtor-in-possession, and any trustee who may be appointed, agree to adequately protect Landlord as follows: (i) to pay monthly in advance on the first day of each month as reasonable compensation for use and occupancy of the Premises an amount equal to all Base Rent and Additional Rent due pursuant to this Lease; (ii) to perform each and every obligation of Tenant under this Lease until such time as this Lease is either rejected or debtor assumed by order of a court of competent jurisdiction; (iii) to determine within sixty (60) days after the filing of such petition whether to assume or to reject this Lease; (iv) to give Landlord at least thirty (30) days prior written notice, unless a shorter notice period is agreed to in possession writing by the parties, of any proceeding relating to any assumption of this Lease; (v) to give at least thirty (30) days prior written notice of any vacation or abandonment of the Premises, any such vacation or abandonment to be deemed a rejection of this Lease; and (vi) to do all other things of benefit to Landlord otherwise required under the Bankruptcy Code. Tenant shall be deemed to have rejected this Lease in the event of the failure to comply with any of the above. (b) If Tenant or a trustee elects to reject this Lease subsequent to the filing of a petition under the Bankruptcy Code, or another person if this Lease is otherwise rejected, Tenant shall immediately vacate and surrender possession of the Premises in accordance with similar rightsArticle 20 hereof. (c) If Tenant or a trustee elects to assume this Lease subsequent to the filing of a petition under the Bankruptcy Code, duties Tenant, as debtor and powers under as debtor-in-possession, and any other Applicable Laws, proposes trustee who may be appointed agree as follows: (i) to cure any default under each and every existing breach by Tenant within not more than ninety (90) days after assumption of this Lease; (ii) within ninety (90) days of this Lease or to assume or assign this Lease compensate Landlord for any actual pecuniary loss resulting from any existing breach, including, without limitation, Landlords reasonable costs, expenses and is obliged attorneys fees incurred as a result of such breach, as determined by a court of competent jurisdiction; (iii) in the event of an existing breach, to provide adequate assurance of Tenants future performance, including, without limitation, (A) the deposit of a sum equal to three (3) months installments of Base Rent to be held to secure Tenants obligations under the Lease, (B) the production to Landlord of written documentation establishing that Tenant has sufficient present and anticipated financial ability to perform each and every obligation of Tenant under this Lease, and (aC) a default shall such additional assurances, in form reasonably acceptable to Landlord, as may be cured, required under any applicable provision of the Bankruptcy Code; (biv) Landlord shall the assumption will not breach any provision of this Lease; (v) the assumption will be compensated for its damages arising from any breach subject to all of the provisions of this Lease unless the prior written consent of Landlord is obtained; and (cvi) the prior written consent of any Senior Interest Holder to which this Lease has been assigned as collateral security to the assumption is obtained. (d) If Tenant assumes this Lease and proposes to assign the same pursuant to the provisions of the Bankruptcy Code to any person or entity who shall have made a bona fide offer to accept an assignment of this Lease on terms acceptable to Tenant, then notices of such proposed assignment, setting forth (i) the name and address of such person, (ii) all the terms and conditions of such offer, and (iii) the adequate assurances to be provided Landlord to assure such persons future performance under the Lease, shall be given to Landlord by Tenant no later than twenty (20) days after receipt by Tenant, but in any event no later than ten (10) days prior to the date that 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 Tenant given at any time prior to the effective date of such proposed assignment, to accept an assignment of this Lease upon the same terms and conditions 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 Lease. The adequate assurance to be provided Landlord to assure the assignees future performance under the Lease shall include without limitation: (A) the deposit of a sum equal to three (3) months installments of Base Rent to be held to secure Tenants obligations under this Lease shall occurLease, then such adequate assurances shall include any or (B) a written demonstration that the assignee meets all reasonable financial and other criteria of Landlord as did Tenant and its business at the time of execution of this Lease, including the production of the followingmost recent audited financial statement of the assignee prepared by an independent certified public accountant, (C) use of the Premises in compliance with the terms of Section 2.01 of this Lease, and (D) such additional assurances, in form reasonably acceptable to Landlord, as designated by Landlord to all matters identified in its sole and absolute discretion:any applicable provision of the Bankruptcy Code. (e) Neither Tenant nor any trustee who may be appointed in the event of the filing of a petition under the Bankruptcy Code shall conduct or permit the conduct of any fire, bankruptcy, going out of business or auction sale in or from the Premises.
Appears in 1 contract Lease (MF Global Ltd.),
Bankruptcy. In Tenant acknowledges that this Lease is a lease of nonresidential real property and therefore agrees that Tenant, as the event a debtor, trustee or debtor in possession possession, or the trustee for Tenant (collectively the Trustee) in any proceeding under Title 11 of the United State Bankruptcy Code relating to Bankruptcy, as amended (the Bankruptcy Code), shall not seek or another person request any extension of time to assume or reject this Lease or to perform any obligations of this Lease which arise from or after the order of relief. The Trustee shall provide the Landlord with similar rights, duties thirty (30) days advance written notice of any rejection or abandonment of this Lease. The Trustee shall have the right to assume or assign Tenants rights and powers obligations under any other Applicable Laws, proposes to this Lease only if the Trustee and such assignee: (a) promptly cures or provides adequate assurance that the Trustee will promptly cure any default under this Lease or to assume or assign this Lease and is obliged to provide adequate assurance to Landlord that (a) a default shall be cured, the Lease; (b) compensates or provides adequate assurance that the Trustee will promptly compensate Landlord shall be compensated for its damages arising from any breach actual pecuniary loss incurred by Landlord as a result of Tenants default under this Lease and Lease; (c) provides adequate assurance of future performance under the Lease; and (d) provides Landlord with at least thirty (30) days advance written notice of such assumption. All payments of Rent required of Tenant under this Lease, whether or not expressly denominated as such in this Lease, shall constitute rent for the purposes of Title 11 of the Bankruptcy Code. No acceptance by Landlord of Rent or any other payments from the Trustee, receiver, assignee, person or other entity shall be construed as the Landlords waiver of the need to obtain Landlords consent or Landlords right to terminate this Lease for any transfer of Tenants obligations under interest in this Lease shall occur, then without such adequate assurances shall include any or all of the following, as designated by Landlord in its sole and absolute discretion:consent.
Bankruptcy. In If Tenant shall apply for relief under any bankruptcy act or shall be adjudicated bankrupt or insolvent or take the event benefit of any federal reorganization or make a debtor, trustee general assignment or debtor in possession under take the Bankruptcy Codebenefit of any insolvent law, or another person with similar rightsif a Trustee in bankruptcy or a receiver be appointed or elected for Tenant, duties under federal or state law, this Lease at the option of Landlord shall expire and powers under any other Applicable Lawsend seven (7) days after Landlord gives Tenant written notice, proposes to cure UNLESS Tenants trustee immediately cures any default under this Lease or to assume or assign this Lease of Tenant hereunder and is obliged to provide provides (in compliance with federal and state laws) adequate assurance to Landlord that (a) a default shall be cured, (b) Landlord shall be compensated for its damages arising from any breach of this Lease and (c) future performance of Tenants obligations under this Lease shall occur, then such adequate assurances shall include any or all of the following, as designated by Landlord in its sole and absolute discretion:hereunder.
Bankruptcy. In the event If a debtor, trustee petition is filed by or debtor in possession against Tenant for relief under the Bankruptcy Code, and Tenant (including for purposes of this Section 12.6 Tenants successor in bankruptcy, whether a trustee or another person with similar rights, duties Tenant as debtor in possession) assumes and powers under any other Applicable Laws, proposes to cure any default under assign, or proposes to assume and assign, this Lease pursuant to the provisions of the Bankruptcy Code to any person or entity who has made or accepted a bona fide offer to assume or assign accept an assignment of this Lease and is obliged on terms acceptable to provide adequate assurance to Landlord that Tenant, then notice of the proposed assignment setting forth (a) a default shall be curedthe name and address of the proposed assignee, (b) Landlord shall be compensated for its damages arising from any breach all of this Lease the terms and conditions of the offer and proposed assignment, and (c) the adequate assurance to be furnished by the proposed assignee of its future performance under the Lease, shall be given to Landlord by Tenant no later than twenty (20) days after Tenant has made or received such offer, but in no event later than ten (10) days prior to the date on which Tenant applies to a court of competent jurisdiction for authority and approval to enter into the proposed assignment. Landlord shall have the prior right and option, to be exercised by notice to Tenant given at any time prior to the date on which the court order authorizing such assignment becomes final and non-appealable, to receive an assignment of this Lease upon the same terms and conditions, and for the same consideration, if any, as the proposed assignee, less any brokerage commissions which may otherwise be payable out of the consideration to be paid by the proposed assignee for the assignment of this Lease. If this Lease is assigned pursuant to the provisions of the Bankruptcy Code, Landlord: (i) may require from the assignee a deposit or other security for the performance of its obligations under the Lease in an amount substantially the same as would have been required by Landlord upon the initial leasing to a tenant similar to the assignee; and (ii) shall receive, as Additional Rent, the sums and economic consideration described in Sections 12.8 and 12.9. Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code shall be deemed, without further act or documentation, to have assumed all of Tenants obligations arising under this Lease on and after the date of such assignment. Any such assignee shall, upon demand, execute and deliver to Landlord an instrument confirming such assumption. No provision of this Lease shall be deemed a waiver of Landlords rights or remedies under the Bankruptcy Code to oppose any assumption and/or assignment of this Lease, to require a timely performance of Tenants obligations under this Lease shall occurLease, then such adequate assurances shall include any or all to regain possession of the followingPremises if this Lease has neither been assumed nor rejected within sixty (60) days after the date of the order for relief or within such additional time as a court of competent jurisdiction may have fixed. Notwithstanding anything in this Lease to the contrary, all amounts payable by Tenant to or on behalf of Landlord under this Lease, whether or not expressly denominated as designated by Landlord in its sole and absolute discretion:rent, shall constitute rent for the purposes of Section 502(b)(6) of the Bankruptcy Code.
Bankruptcy. In If Tenant assumes this Lease and proposes to assign the event a debtor, trustee or debtor in possession under same pursuant to the provisions of the Bankruptcy Code, 11 U.S.C. SS 101 et seq., or another any successor statute (the Bankruptcy Code) to any person with similar rights, duties and powers under any other Applicable Laws, proposes or entity who shall have made a bona fide offer to cure any default under accept an assignment of this Lease or on terms acceptable to assume or assign this Lease and is obliged to provide adequate assurance to Landlord that Tenant then notice of such proposed assignment, setting forth (a) a default shall be curedthe name and address of such person, (b) Landlord shall be compensated for its damages arising from any breach all of this Lease the terms and conditions of such offer, and (c) the adequate assurance to be provided Landlord to assure such persons future performance of Tenants obligations under this Lease shall occurLease, then such adequate assurances shall include any or all including, without limitation, the assurance referred to in Section 365(b)(3) of the followingBankruptcy Code, shall be given to Landlord by Tenant no later than twenty (20) days after receipt by Tenant but in any event no later than ten (10) days prior to the date that Tenant shall make application to a court of competen t 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 Tenant given at any time prior to the effective date of such proposed assignment, to accept an assignment of this Lease upon the same terms and conditions and for the same consideration, if any, as designated the bona fide offer, made by Landlord in its sole and absolute discretion: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 Lease.
Appears in 1 contract Lease (Ikos Systems Inc),
Bankruptcy. In Notwithstanding any provisions of Article 12.1 to the contrary, in the event that this Lease is attempted to be assumed under Federal bankruptcy law by a debtor, trustee in bankruptcy for Tenant or by Tenant as debtor in possession under the Bankruptcy Code(collectively referred to as "Trustee"), or another person with similar rightsand there then exists an Event of Default, duties and powers under any other Applicable Laws, proposes to cure any default under this Lease or to assume or assign this Lease and is obliged to provide adequate assurance to Landlord that such attempted assumption shall not be effective unless Trustee: (a) a default shall be curedcures, or provides adequate assurance that it will promptly cure, such default; (b) compensates, or provides adequate assurance that it will promptly compensate, Landlord shall be compensated for its damages arising any actual pecuniary loss to Landlord resulting from any breach of this Lease such default; and (c) provides adequate assurance of future performance of Tenants Tenant's obligations and covenants under this Lease. For purposes of this Article 12.2, "adequate assurance of future performance" shall be deemed to include, without limitation, assurance of source of rental and other consideration due under this Lease. If Landlord shall not be permitted to terminate this Lease shall occur, then such adequate assurances shall include any or all as provided herein because of the followingprovisions of the Federal Bankruptcy Code (currently Title 11 of the United States Code), as designated Trustee shall, within 15 days after request by Landlord to the bankruptcy court, assume or reject this Lease, and neither Tenant nor Trustee shall seek or request any extension or adjournment of such time requirement. In no event after the assumption of this Lease by Trustee shall any existing default remain uncured for a period in its sole excess of 10 days. Landlord shall have no obligation to provide Trustee with any service or utilities unless Trustee shall have paid, and absolute discretion:is current on all payments of, the rental obligations due under this Lease.
Appears in 1 contract Lease (Gps Industries, Inc.),
Bankruptcy. In If a petition is filed by or against Tenant for relief under Title 11 of the event United States Code, as amended (the Bankruptcy Code), and Tenant (including for purposes of this Section Tenants successor in bankruptcy, whether a debtor, trustee or Tenant as debtor in possession possession) assumes and proposes to assign, or proposes to assume and assign, this Lease pursuant to the provisions of the Bankruptcy Code to any person or entity who has made or accepted a bona fide offer to accept an assignment of this Lease on terms acceptable to Tenant, then notice of the proposed assignment setting forth (a) the name and address of the proposed assignee, (b) all of the terms and conditions of the offer and proposed assignment, and (c) the adequate assurance to be furnished by the proposed assignee of its future performance under the Lease, shall be given to Landlord by Tenant no later than twenty (20) days after Tenant has made or received such offer, but in no event later than ten (10) days prior to the date on which Tenant applies to a court of competent jurisdiction for authority and approval to enter into the proposed assignment. Landlord shall have the prior right and option, to be exercised by notice to Tenant given at any time prior to the date on which the court order authorizing such assignment becomes final and nonappealable, to receive an assignment of this Lease upon the same terms and conditions, and for the same consideration, if any, as the proposed assignee, less any brokerage commissions which may otherwise be payable out of the consideration to be paid by the proposed assignee for the assignment of this Lease. If this Lease is assigned pursuant to the provisions of the Bankruptcy Code, Landlord: (i) may require from the assignee a deposit or another other security for the performance of its obligations under the Lease in an amount substantially the same as would have been required by Landlord upon the initial leasing to a tenant similar to the assignee; and (ii) shall receive, as additional rent, the sums and economic consideration described in Section 10.2. Any person with similar rightsor entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code shall be deemed, duties and powers under any other Applicable Lawswithout further act or documentation, proposes to cure any default have assumed all of the Tenants obligations arising under this Lease or to assume or assign this Lease on and is obliged to provide adequate assurance after the date of such assignment. Any such assignee shall, upon demand, execute and deliver to Landlord that (a) a default shall be cured, (b) Landlord shall be compensated for its damages arising from any breach an instrument confirming such assumption. No provision of this Lease and (c) future shall be deemed a waiver of Landlords rights or remedies under the Bankruptcy Code to oppose any assumption and/or assignment of this Lease, to require a timely performance of Tenants obligations under this Lease shall occurLease, then such adequate assurances shall include any or all to regain possession of the followingPremises if this Lease has neither been assumed nor rejected within sixty (60) days after the date of the order for relief or within such additional time as a court of competent jurisdiction may have fixed. Notwithstanding anything in this Lease to the contrary, all amounts payable by Tenant to or on behalf of Landlord under this Lease, whether or not expressly denominated as designated by Landlord in its sole and absolute discretion:rent, shall constitute rent for the purposes of Section 502(b)(6) of the Bankruptcy Code.
Appears in 1 contract Lease (Durect Corp),
Bankruptcy. In If a petition is filed by or against Lessee for relief under Title 11 of the event United States Code, as amended (the "Bankruptcy Code"), and Lessee (including for purposes of this Section Lessee's successor in bankruptcy, whether a debtor, trustee or Lessee as debtor in possession possession) assumes and proposes to assign, or proposes to assume and assign, this Lease pursuant to the provisions of the Bankruptcy Code to any person or entity who has made or accepted a bona fide offer to accept an assignment of this Lease on the terms acceptable to Lessee, then notice of the proposed assignment setting forth (a) the name and address of the proposed assignee, (b) all of the terms and conditions of the offer and proposed assignment, and (c) the adequate assurance to be furnished by the proposed assignee of its future performance under this Lease, shall be given to Lessor by Lessee no later than twenty (20) days after Lessee has made or received such offer, but in no event later than ten (10) days prior to the date on which Lessee applies to a court of competent jurisdiction for authority and approval to enter into the proposed assignment. Lessor shall have the prior right and option, to be exercised by notice to Lessee given at any time prior to the date on which the court order authorizing such assignment becomes final and non-appealable to take an assignment of this Lease upon the same terms and conditions, and for the same consideration, if any, as the proposed assignee, less any brokerage commission which may otherwise be payable out of the consideration to be paid by the proposed assignee for the assignment of this Lease. If this Lease is assigned pursuant to the provisions of the Bankruptcy Code, Lessor: (i) may require from the assignee a deposit or another person with similar rights, duties and powers under any other Applicable Laws, proposes to cure any default under this Lease or to assume or assign this Lease and is obliged to provide adequate assurance to Landlord that (a) a default shall be cured, (b) Landlord shall be compensated security for its damages arising from any breach of this Lease and (c) future the performance of Tenants its obligations under this Lease in an amount substantially the same as would have been required by Lessor upon the initial leasing to a tenant similar to the assignee; and (ii) shall occurbe entitled to receive as additional Rent, then any amounts received by Lessee in connection with such adequate assurances assignment. Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code shall include any be deemed without further act or documentation to have assumed all of the followingLessee's obligations arising under this Lease on and after the date of such assignment. Any such assignee shall upon demand execute and deliver to Lessor an instrument confirming such assumption. No provision of this Lease shall be deemed a waiver of Lessor's rights or remedies under the Bankruptcy Code to oppose any assumption and/or assignment of this Lease, or to regain possession of the Premises if this Lease has neither been assumed nor rejected within sixty (60) days after the date of the order for relief. Notwithstanding anything in this Lease to the contrary, all amounts payable by Lessee to or on behalf of Lessor, under this Lease, whether or not expressly denominated as designated by Landlord in its sole and absolute discretion:rent, shall constitute rent for the purposes of Section 502(b)(6) of the Bankruptcy Code.
Appears in 1 contract Warehouse Lease (Quixote Corp),
Bankruptcy. If Tenant shall file a petition in bankruptcy under any provision of the Bankruptcy Code as then in effect, or if Tenant shall be adjudicated a bankrupt in involuntary bankruptcy proceedings and such adjudication shall not have been vacated within thirty (30) days from the date thereof, or if a receiver or trustee of Tenants property shall be appointed and the order appointing such receiver or trustee shall not be set aside or vacated within thirty (30) days after the entry thereof, or if Tenant shall assign Tenants estate or effects for the benefit of creditors (collectively, Acts of Insolvency), or if this Lease shall, by operation of law or otherwise, pass to any person or persons other than Tenant, then in any such event Landlord may terminate this Lease, if Landlord so elects, with or without notice of such election and with or without entry or action by Landlord. In such case, notwithstanding any other provisions of this Lease, Landlord, in addition to any and all rights and remedies allowed by law or equity, shall, upon such termination, be entitled to recover damages in the event a debtoramount provided in Subparagraph 25(b), trustee and neither Tenant nor any person claiming through or debtor under Tenant or by virtue of any statute or order of any court shall be entitled to possession of the Premises but shall immediately surrender the Premises to Landlord. Nothing contained herein shall limit or prejudice the right of Landlord to recover, by reason of any such termination, damages equal to the maximum allowed by any statute or rule of law in possession effect at the time when, and governing the proceedings in which, such damages are to be proved, whether or not such damages are greater, equal to or less than the amount of damages otherwise recoverable under the Bankruptcy Code, or another person with similar rights, duties and powers under any other Applicable Laws, proposes to cure any default under this Lease or to assume or assign this Lease and is obliged to provide adequate assurance to Landlord that (a) a default shall be cured, (b) Landlord shall be compensated for its damages arising from any breach provisions of this Lease and (c) future performance of Tenants obligations under this Lease shall occur, then such adequate assurances shall include any or all of the following, as designated by Landlord in its sole and absolute discretion:Paragraph 19.
Appears in 1 contract Lease Agreement (Lpath Inc),
Bankruptcy. In If Tenant shall be adjudicated insolvent or bankrupt pursuant to the event provisions of any state or federal insolvency or bankruptcy law, or if a receiver or trustee of the property of Tenant shall be appointed, or if any assignment shall be made of Tenant's property for the benefit of creditors or if a petition shall be filed by or against Tenant seeking to have Tenant adjudicated insolvent or bankrupt pursuant to the provisions of any state or federal insolvency or bankruptcy law and such petition shall not be withdrawn and the proceedings dismissed within ninety (90) days after the filing of the petition, then and in any of such events, Landlord may terminate this Lease by written notice to Tenant. If, as a matter of law, Landlord has no right upon Tenants bankruptcy to terminate this Lease, then, if Tenant, as debtor, trustee or debtor its trustee, wishes to assum e or assign this Lease, in possession addition to curing or adequately assuring the cure of all Tenants existing defaults under this Lease as of the date of filing of the proceeding (such assurances being defined below), Tenant, as debtor, or the trustee, as assignee, must also furnish adequate assurances of future performance under this Lease (as defined below). Adequate assurance of curing defaults means the posting with Landlord of a sum in cash sufficient to defray the cost of such a cure. Adequate assurance of future performance under this Lease means posting a deposit equal to six (6) months rent, including all other charges payable by Tenant under this Lease, and in the case of an assignee, assuring Landlord that the assignee is financially capable of assuming this Lease. In a reorganization under Chapter 11 of the Bankruptcy Code, the debtor or another person with similar rights, duties and powers under any other Applicable Laws, proposes to cure any default under trustee must assume this Lease or to assume assign it within one hundred twenty (120) days from the filing of the proceeding, or assign this Lease and is obliged to provide adequate assurance to Landlord that (a) a default he shall be cured, (b) Landlord shall be compensated for its damages arising from any breach of deemed to have rejected and terminated this Lease and (c) future performance of Tenants obligations under this Lease shall occur, then such adequate assurances shall include any or all of the following, as designated by Landlord in its sole and absolute discretion:Lease.
Bankruptcy. In Tenant covenants and agrees that without limiting any of the event a debtorprovisions of this Lease, if, pursuant to the United States Bankruptcy Code of 1978, as the same be amended, Tenant (or Tenants trustee or debtor other representative) elects to assume or is permitted to assign this Lease, then adequate assurance of future performance by the Tenant or assignee, as required under such Code shall mean at least the deposit of additional cash lease security with Landlord in possession under an amount equal to the Bankruptcy Codesum of six (6) months Base Rent then reserved hereunder (in addition to the Security Deposit then being held by Landlord), or another person with similar rights, duties and powers under any other Applicable Laws, proposes to cure any default all Additional Rent payable under this Lease for the calendar year preceding the year in which such assignment or assumption is intended to assume become effective, which deposit shall be held and applied by Landlord pursuant to the provisions of Section 3.4 hereof. If Tenant receives or assign this Lease and is obliged to provide adequate assurance to Landlord that receive any valuable consideration, after deducting therefrom (a) a default shall be curedthe brokerage commissions, if any, and other expenses reasonably incurred by Tenant for any such assignment and (b) Landlord any portion of such consideration reasonably designated by the assignee as paid for the purchase of Tenants property in the Premises, such consideration shall be compensated for its damages arising from paid over to Landlord directly by such assignee. The term adequate assurance as used in this Section 53 also shall mean that any breach such assignee of this Lease and shall have a net worth, exclusive of good will, equal to at least fifteen (c15) future performance times the aggregate of Tenants obligations under this Lease shall occur, one years Base Rent then such adequate assurances shall include any or reserved hereunder plus all of Additional Rent for the following, preceding calendar year as designated by Landlord in its sole and absolute discretion:aforesaid.
Appears in 1 contract Lease Agreement (Shutterstock, Inc.),
Bankruptcy. In If this Lease is assigned to any person or entity pursuant to the event a debtorprovisions of the Federal Bankruptcy Code, trustee Title 11 U.S.C. Section 101, et seq., as subsequently amended (the Bankruptcy Code), any and all monies or debtor other considerations payable or otherwise to be delivered in possession connection with such assignment will be paid or delivered to Landlord (which shall include the cure of any existing monetary defaults by payment of same to Landlord and the cure of any non-monetary defaults by performance within ten (10) Business Days of the assumption of this Lease by the assignee), will be and remain the exclusive property of Landlord and will not constitute property of Tenant within the meaning of the Bankruptcy Code. Any and all monies or other considerations constituting Landlords property under the preceding sentence not paid or delivered to Landlord will be held in trust for the benefit of Landlord and be promptly paid to or turned over to Landlord. For purposes of Section 365(f) (2) of the Bankruptcy Code adequate assurances of future performance will include, but not be limited to, net worth, and creditworthiness equal to that of Tenant on the date of this Lease. Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code, will be deemed without further act or another person with similar rights, duties and powers under any other Applicable Laws, proposes deed to cure any default have assumed all of the obligations arising under this Lease or to assume or assign this Lease on and is obliged to provide adequate assurance after the date of such assignment. Any such assignee will upon demand execute and deliver to Landlord that (a) a default shall be cured, (b) Landlord shall be compensated for its damages arising from any breach of this Lease and (c) future performance of Tenants obligations under this Lease shall occur, then an instrument confirming such adequate assurances shall include any or all of the following, as designated by Landlord in its sole and absolute discretion:assumption.
Bankruptcy. In the event a debtor, trustee or debtor in possession Except for exercising Tenant's rights and prerogatives under Section 365(h) of the Bankruptcy CodeCode (as defined below) or other applicable law, or another person with similar rights, duties Tenant covenants and powers under any other Applicable Laws, proposes to cure any default agrees that it will remain obligated under this Lease in accordance with its terms, and that Tenant will not take any action to terminate, rescind, or avoid this Lease, notwithstanding the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding-up or other proceeding affecting Landlord or any assignee of Landlord in any such proceeding and notwithstanding any action with respect to assume or assign this Lease and is obliged to provide adequate assurance to which may be taken by any trustee or receiver of Landlord that (a) a default shall be cured, (b) Landlord shall be compensated for its damages arising from or any breach of this Lease and (c) future performance of Tenants obligations under this Lease shall occur, then such adequate assurances shall include assignee in any such proceeding or all of the following, as designated by Landlord any court in its sole and absolute discretion:any such proceeding.1305191N:091419:828868:7:NASHVILLE
Appears in 1 contract Master Lease (Emeritus Corp\wa\),
Bankruptcy. In As a material inducement to Landlord executing this Lease, Tenant acknowledges and agrees that Landlord is relying upon (a) the event financial condition and specific operating experience of Tenant and Tenants obligation to use the Property as a debtorPermitted Facility; (b) Tenants timely performance of all of its obligations under this Lease before and following the entry of an order for relief under the Bankruptcy Code for Tenant; and (c) all defaults under this Lease being cured promptly and this Lease being assumed within sixty (60) days of any order for relief entered under the Bankruptcy Code (or similar insolvency statute) for Tenant, trustee or debtor this Lease being rejected within such sixty (60) day period and the Property surrendered to Landlord. Accordingly, in possession consideration of the mutual covenants contained in this Lease and for other good and valuable consideration, Tenant hereby agrees that: (i) all obligations that accrue under this Lease (including the obligation to pay Rent and maintain the Property in a particular manner), shall be timely performed whether or not there exists an Insolvency Event with regard to Tenant and any failure to so perform shall be harmful and prejudicial to Landlord; (ii) any and all Rents that accrue from and after an Insolvency Event and that are not paid as required by this Lease shall, in the amount of such Rents, constitute administrative expense claims allowable under the Bankruptcy Code with priority of payment at least equal to that of any other actual and necessary expenses incurred after an Insolvency Event; (iii) any extension of the time period within which Tenant may assume or reject this Lease without an obligation to cause all obligations under this Lease to be performed as and when required under this Lease shall be harmful and prejudicial to Landlord; (iv) any time period designated as the period within which Tenant must cure all defaults and compensate Landlord for all pecuniary losses which extends beyond the date of assumption of this Lease shall be harmful and prejudicial to Landlord; (v) any assignment of this Lease must result in all terms and conditions of this Lease being assumed by the assignee without alteration or amendment, and any assignment which results in an amendment or alteration of the terms and conditions of this Lease without the express written consent of Landlord shall be harmful and prejudicial to Landlord; (vi) any assignment of this Lease must result in all terms and conditions of this Lease being assumed by the assignee without amendment or alteration, and any assignment which results in alteration or amendment of the terms and conditions of this Lease without the express written consent of Landlord shall be harmful and prejudicial to Landlord if made to an assignee that does not possess the financial condition or means adequate to operate the Permitted Facility upon the Property or operating performance and experience characteristics satisfactory to Landlord equal to or better than the financial condition, operating performance and experience of Tenant as of the Effective Date; and (vii) the rejection (or deemed rejection) of this Lease for any reason whatsoever shall constitute cause for immediate relief from the automatic stay provisions of the Bankruptcy Code, or another person with similar rights, duties and powers under any other Applicable Laws, proposes to cure any default under this Lease or to assume or assign this Lease Tenant stipulates that such automatic stay shall be lifted immediately and is obliged to provide adequate assurance possession of the Property will be delivered to Landlord that (a) a default shall be cured, (b) Landlord shall be compensated for its damages arising from immediately without the necessity of any breach further action by Landlord. No provision of this Lease and (c) future shall be deemed a waiver of Landlords rights or remedies under the Bankruptcy Code or applicable Law to oppose any assumption and/or assignment of this Lease, to require timely performance of Tenants obligations under this Lease, or to regain possession of the Property as a result of the failure of Tenant to comply with the terms and conditions of this Lease or the Bankruptcy Code. Notwithstanding anything in this Lease to the contrary, all amounts payable by Tenant to or on behalf of Landlord under this Lease, whether or not expressly denominated as such, shall occurconstitute rent for the purposes of the Bankruptcy Code. For purposes of this Section addressing the rights and obligations of Landlord and Tenant upon an Insolvency Event, then such adequate assurances the term Tenant shall include any Tenants successor in bankruptcy, whether a trustee, Tenant as debtor in possession or all of the following, as designated by Landlord in its sole and absolute discretion:other responsible person.
Bankruptcy. In Landlord and Tenant understand that, notwithstanding certain provisions to the event contrary contained herein, a debtor, trustee or debtor in possession under the United States Bankruptcy Code, or another person with similar rightsas amended, duties and powers under any other Applicable Laws, proposes to cure any default under this Lease or (the "Code") may have certain rights to assume or assign this Lease Lease. Landlord and Tenant further understand that, in any event, pursuant to the Code, Landlord is obliged entitled to provide adequate assurance to Landlord that (a) a default shall be cured, (b) Landlord shall be compensated for its damages arising from any breach assurances of this Lease and (c) future performance of Tenants obligations under the provisions of this Lease shall occurLease. The parties agree that, then with respect to any such assumption or assignment, the term "adequate assurances assurance" shall include any or all of at least the following, as designated by Landlord in its sole and absolute discretion:
Appears in 1 contract Lease (Immucor Inc),
Bankruptcy. In Tenant covenants and agrees that without limiting any of the event a debtorprovisions of this Lease, if, pursuant to the United States Bankruptcy Code of 1978, as the same be amended, Tenant (or Tenants trustee or debtor other representative) elects to assume or is permitted to assign this Lease, then adequate assurance of future performance by the Tenant or assignee, as required under such Code shall mean at least the deposit of additional cash lease security with Landlord in possession under an amount equal to the Bankruptcy Codesum of six months Base Rent then reserved hereunder (in addition to the Security Deposit then being held by Landlord), or another person with similar rights, duties and powers under any other Applicable Laws, proposes to cure any default all Additional Rent payable under this Lease for the calendar year preceding the year in which such assignment or assumption is intended to assume become effective, which deposit shall be held and applied by Landlord pursuant to the provisions of Section 3.4 hereof. If Tenant receives or assign this Lease and is obliged to provide adequate assurance to Landlord that receive any valuable consideration, after deducting therefrom (a) a default shall be curedthe brokerage commissions, if any, and other expenses reasonably incurred by Tenant for any such assignment and (b) Landlord any portion of such consideration reasonably designated by the assignee as paid for the purchase of Tenants property in the Premises, such consideration shall be compensated for its damages arising from paid over to Landlord directly by such assignee. The term adequate assurance as used in this Section 53 also shall mean that any breach such assignee of this Lease and shall have a net worth, exclusive of good will, equal to at least fifteen (c15) future performance times the aggregate of Tenants obligations under this Lease shall occur, one years Base Rent then such adequate assurances shall include any or reserved hereunder plus all of Additional Rent for the following, preceding calendar year as designated by Landlord in its sole and absolute discretion:aforesaid.
Appears in 1 contract Sublease (Shutterstock, Inc.),
Bankruptcy. In the event a debtor, trustee or Tenant becomes the subject debtor in possession a case pending under the Bankruptcy CodeCode (11 U.S.C. Section 10 et. seq.), or another person with similar rights, duties and powers under any other Applicable Laws, proposes Landlord's right to cure any default under terminate this Lease shall be subject to the rights of the Trustee in bankruptcy to assume or assign this Lease. To the extent permitted or allowed by Law, the Trustee shall not have the right to assume or assign this Lease and is obliged to provide adequate assurance to Landlord that until the Trustee (a) a default shall be curedpromptly cures all defaults under this Lease, (b) promptly compensates Landlord shall be compensated for its monetary damages arising from any breach incurred as a result of this Lease such default, and (c) provides "adequate assurance of future performance" which shall mean, in addition to any other requirements of 11 U.S.C. Section 365(b)(3), that all of the following have been satisfied: (i) in addition to rent payable under the Lease, the Trustee shall establish with Landlord a security deposit equal to three (3) months' Fixed Rent; (ii) maintain said security deposit in said amount whenever it is drawn upon by Landlord; (iii) Trustee must agree that Tenant's business shall be conducted in a first-class manner; and (iv) the use of the Premises cannot change. If all the foregoing are not satisfied, Tenant shall be deemed not to have provided Landlord with adequate assurance of future performance of Tenants obligations under this Lease shall occur, then such adequate assurances shall include any or all of the following, as designated by Landlord in its sole and absolute discretion:Lease.
Appears in 1 contract Lease (Alexion Pharmaceuticals Inc),
Bankruptcy. In a) Upon or at any time after the event occurrence of an Event of Default, Mortgagee shall have the right to proceed in its own name or in the name of Mortgagor in respect of any claim, suit, action or proceeding relating to the rejection of any Lease, including, without limitation, the right to file and prosecute, to the exclusion of Mortgagor, any proofs of claim, complaints, motions, applications, notices and other documents, in any case in respect of the lessee under such Lease under the Bankruptcy Code (as defined below). (b) If there shall be filed by or against Mortgagor a debtorpetition under 11 U.S.C. SS101 et seq., trustee or debtor in possession under as the same may be amended from time to time (the "Bankruptcy Code"), and Mortgagor shall determine to reject such Lease pursuant to Section 365(a) of the Bankruptcy Code, or another person with similar rightsthen Mortgagor shall give Mortgagee not less than ten (10) days' prior notice of the date on which Mortgagor shall apply to the bankruptcy court for authority to reject the Lease. Mortgagee shall have the right, duties but not the obligation, to serve upon Mortgagor within such ten day period a notice stating that (i) Mortgagee demands that Mortgagor assume and powers under any other Applicable Laws, proposes assign the Lease to Mortgagee pursuant to Section 365 of the Bankruptcy Code and (ii) Mortgagee covenants to cure any default under this Lease or to assume or assign this Lease and is obliged to provide adequate assurance of future performance under the Lease. If Mortgagee serves upon Mortgagor the notice described in the preceding sentence, Mortgagor shall not seek to Landlord that (a) a default shall be cured, (b) Landlord shall be compensated for its damages arising from any breach of this reject the Lease and shall comply with the demand provided for in clause (ci) future performance of Tenants obligations under this Lease shall occur, then such adequate assurances shall include any or all of the followingpreceding sentence within thirty (30) days after the notice shall have been given, as designated subject to the performance by Landlord Mortgagee of the covenant provided for in its sole and absolute discretion:clause (ii) of the preceding sentence.
Bankruptcy. The leasehold interest created by this Lease shall not be treated as an asset of Tenants, or any guarantors, estate. In the event a debtorTenant, trustee or debtor in possession any guarantor of the Lease, files for protection under the Bankruptcy Code, or another person with similar rights, duties and powers under any other Applicable Laws, proposes to cure any default under Landlord may terminate this Lease or to assume or assign this upon thirty (30) days notice, provided however, the obligations of Tenant, and any guarantor of the Lease, under the Lease and is obliged to provide adequate assurance to Landlord that (a) a default shall be curedfully forgiven, and further provided, Landlord shall have obtained possession of the Premises within sixty (b60) days following the Bankruptcy filing date. Should Landlord elect not to terminate the Lease in accordance herein, Landlord shall be compensated entitled to recover the maximum award permitted for its any damages arising or losses which are suffered from any breach of this Lease and (c) future performance of Tenants obligations under this Lease shall occur, then such adequate assurances shall include any or all of the following, as designated by Landlord in its sole and absolute discretion:event.
Bankruptcy. In (a) Upon the event occurrence and during the continuance of an Event of Default, Mortgagee shall have the right to proceed in its own name or in the name of Lenders or in the name of Mortgagor in respect of any claim, suit, action or proceeding relating to the rejection of any Lease, including, without limitation, the right to file and prosecute, to the exclusion of Mortgagor, any proofs of claim, complaints, motions, applications, notices and other documents, in any case in respect of the lessee under such Lease under the Bankruptcy Code (defined below).(b) If there shall be filed by or against Mortgagor a debtor, trustee or debtor in possession petition under the Bankruptcy Code, and Mortgagor, as lessor or another person with similar rights, duties and powers lessee under any other Applicable LawsLease, proposes shall determine to reject such Lease pursuant to Section 365(a) of the Bankruptcy Code, then Mortgagor shall give Mortgagee not less than ten (10) days' prior notice of the date on which Mortgagor shall apply to the bankruptcy court for authority to reject the Lease. Mortgagee shall have the right, but not the obligation, to serve upon Mortgagor within such ten-day period a notice stating that (i) Mortgagee demands that Mortgagor assume and assign the Lease to Mortgagee pursuant to Section 365 of the Bankruptcy Code and (ii) Mortgagee covenants to cure any default under this Lease or to assume or assign this Lease and is obliged to provide adequate assurance of future performance under the Lease. If Mortgagee serves upon Mortgagor the notice described in the preceding sentence, Mortgagor shall not seek to Landlord that reject the Lease and shall comply with the demand provided for in clause (ai) a default of the preceding sentence within thirty (30) days after the notice shall have been given, subject to the performance by Mortgagee of the covenant provided for in clause (ii) of the preceding sentence. If Mortgagee fails to respond in writing within such ten-day period, then Mortgagor shall be cured, free to reject the applicable Lease if Mortgagor's notice was marked in bold lettering with the following language: "ADMINISTRATIVE AGENT'S RESPONSE IS REQUIRED WITHIN TEN (b10) Landlord shall be compensated for its damages arising from any breach of this Lease DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A MORTGAGE BY THE UNDERSIGNED IN FAVOR OF ADMINISTRATIVE AGENT" and (c) future performance of Tenants obligations under this Lease shall occur, then such adequate assurances shall include any or all of the following, as designated by Landlord in its sole and absolute discretion:envelope containing the request was marked "PRIORITY".
Bankruptcy. In Neither this Lease nor any rights or privileges hereunder shall be an asset of Tenant in any bankruptcy, insolvency or reorganization proceeding. If Landlord shall not be permitted to terminate this Lease because of the event a debtor, trustee or debtor in possession under provisions of the United States Bankruptcy Code, Tenant or another person with similar rightsany trustee for it shall, duties within fifteen (15) days upon request by Landlord to the Bankruptcy Court, assume or reject this Lease, and powers under any other Applicable Laws, proposes to cure any default under in no event may Tenant or such trustee assume this Lease or to assume or assign this Lease and is obliged to provide adequate assurance to Landlord that (a) a default unless all defaults hereunder shall be have been cured, (b) Landlord shall have been compensated for any monetary loss resulting from such default, and Landlord shall be compensated for its damages arising from any breach provided with reasonably adequate assurance of full and timely performance of all provisions, terms, and conditions of this Lease and (c) future performance on the part of Tenants obligations under this Lease shall occur, then such adequate assurances shall include any or all of the following, as designated by Landlord in its sole and absolute discretion:Tenant to be performed.
Appears in 1 contract Lease (Combinatorx, Inc),
Bankruptcy. In the event a debtor, trustee trustee, or debtor in possession under the Bankruptcy Code, or another other person with similar rights, duties and powers under any other Applicable Lawslaw, proposes to cure any default Default under this Lease or to assume or assign this Lease Lease, and is obliged to provide adequate assurance to Landlord that (ai) a default shall Default will be cured, (bii) Landlord shall will be compensated for its damages arising from any breach of this Lease and Lease, or (ciii) future performance of Tenants obligations under this Lease shall will occur, then such adequate assurances assurance shall include any or all of the following, as designated by Landlord in its sole and absolute discretionLandlord:
Appears in 1 contract Lease (Supernus Pharmaceuticals Inc),
Bankruptcy. If Landlord shall not be permitted to terminate this Lease as hereinabove provided because of the provisions of Title 11 of the United States Code relating to Bankruptcy, as amended (Bankruptcy Code), then Tenant as a debtor in possession or any trustee for Tenant agrees promptly, within no more than fifteen (15) days upon request by Landlord to the Bankruptcy Court, to assume or reject this Lease and Tenant on behalf of itself, and any trustee agrees not to seek or request any extension or adjournment of any application to assume or reject this Lease by Landlord with such Court, In such event, Tenant or any trustee for Tenant may only assume this Lease if (A) it cures or provides adequate assurance that the trustees will promptly cure any default hereunder, (B) compensates or provides Adequate assurance that Tenant will promptly compensate Landlord for any actual pecuniary loss to Landlord resulting from Tenants defaults, and (C) provides adequate assurance of performance during the fully stated Term hereof of all of the terms, covenants, and provisions of this Lease to be performed by Tenant. In no event after the assumption of this Lease shall any then-existing default remain uncured for a period in excess of the earlier often (10) days or the time period set forth herein. Adequate assurance of performance of this Lease as set forth hereinabove shall include, without limitation, adequate assurance (1) of the source of rent reserved hereunder, (2) that any Percentage Rent due hereunder will not decline from the levels anticipated, and (3) the assumption of this Lease will not breach any provision hereunder. In the event of a debtor, trustee or debtor in possession filing of a petition under the Bankruptcy Code, or another person with similar rights, duties and powers under any other Applicable Laws, proposes to cure any default under this Lease or to assume or assign this Lease and is obliged Landlord shall have no obligation to provide adequate assurance to Landlord that (a) a default Tenant with any services or utilities as herein required, unless Tenant shall have paid and be curedcurrent in all payments of Operating Costs, (b) Landlord shall be compensated for its damages arising from any breach of this Lease and (c) future performance of Tenants obligations under this Lease shall occur, then such adequate assurances shall include any utilities or all of the following, as designated by Landlord in its sole and absolute discretion:other charges therefor.
Appears in 1 contract Lease (Dover Saddlery Inc),
Bankruptcy. In the event a debtor, trustee or debtor in possession under the Bankruptcy Code, or another person with similar rights, duties and powers under any other Applicable Laws, proposes to cure any default under this Lease or to assume or assign this Lease and is obliged to provide adequate assurance to Landlord that (a) a default shall be cured, (b) Landlord shall be compensated for its damages arising from any breach of this Lease and (c) future performance of Tenants Without limiting Guarantors obligations under this Guaranty, if Tenant or Tenants trustee, receiver or other officer with similar powers, rejects, disaffirms or otherwise terminates the Lease pursuant to any bankruptcy, insolvency, reorganization, moratorium or any other law affecting creditors rights generally, Guarantor shall occurautomatically be deemed to have assumed, then from and after the date of such adequate assurances rejection, disaffirmance or other termination of the Lease is deemed effective, all obligations and liabilities of Tenant under the Lease to the same extent as if Guarantor had been originally named instead of Tenant as the Tenant under the Lease and as if the Lease had never been so rejected, disaffirmed or otherwise terminated. Guarantor, upon such assumption, shall include any or pay, perform and observe all of the followingGuaranteed Obligations, whether accrued or accruing, and Guarantor shall be subject to any rights or remedies of Landlord which may have accrued or which may thereafter accrue against Tenant on account of any default or event of default under the Lease notwithstanding that such defaults existed prior to the date Guarantor is deemed to have assumed the Lease. Guarantor shall confirm such assumption in writing at the request of Landlord upon or after such rejection, disaffirmance or other termination but any such failure shall not affect the assumption by Guarantor. Neither Guarantors obligation to make payment or performance of the Guaranteed Obligations under this Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed, stayed, released or limited in any manner by any impairment, modification, change, release, limitation or stay of the liability of Tenant or its estate in bankruptcy or any remedy for the enforcement thereof resulting from the operation of any present of future provision of the U.S. Bankruptcy Code or other statute or from any court decision and Guarantor shall be obligated under this Guaranty as designated by Landlord in its sole and absolute discretion:if no such impairment, stay, modification, change, release or limitation had occurred.
Bankruptcy. In As a material inducement to Landlord executing this Lease, Tenant acknowledges and agrees that Landlord is relying upon (a) the event financial condition and specific operating experience of Tenant; (b) Tenants timely performance of all of its obligations under this Lease before and following the entry of an order for relief under the Bankruptcy Code for Tenant; and (c) all defaults under this Lease being cured promptly and this Lease being assumed within sixty (60) days of any order for relief entered under the Bankruptcy Code (or similar insolvency statute) for Tenant, or this Lease being rejected within such sixty (60) day period and the Property surrendered to Landlord. Accordingly, in consideration of the mutual covenants contained in this Lease and for other good and valuable consideration, Tenant hereby agrees that: (i) all obligations that accrue under this Lease (including the obligation to pay Rent and maintain the Property in a debtorparticular manner), trustee shall be timely performed whether or debtor not there exists an Insolvency Event with regard to Tenant and any failure to so perform shall be harmful and prejudicial to Landlord; (ii) any and all Rents that accrue from and after an Insolvency Event and that are not paid as required by this Lease shall, in possession the amount of such Rents, constitute administrative expense claims allowable under the Bankruptcy Code with priority of payment at least equal to that of any other actual and necessary expenses incurred after an Insolvency Event; (iii) any extension of the time period within which Tenant may assume or reject this Lease without an obligation to cause all obligations under this Lease to be performed as and when required under this Lease shall be harmful and prejudicial to Landlord; (iv) any time period designated as the period within which Tenant must cure all defaults and compensate Landlord for all pecuniary losses which extends beyond the date of assumption of this Lease shall be harmful and prejudicial to Landlord; (v) any assignment of this Lease must result in all terms and conditions of this Lease being assumed by the assignee without alteration or amendment, and any assignment which results in an amendment or alteration of the terms and conditions of this Lease without the express written consent of Landlord shall be harmful and prejudicial to Landlord; (vi) any assignment of this Lease must result in all terms and conditions of this Lease being assumed by the assignee without amendment or alteration, and any assignment which results in alteration or amendment of the terms and conditions of this Lease without the express written consent of Landlord shall be harmful and prejudicial to Landlord if made to an assignee that does not possess the financial condition or means adequate to operate the Permitted Facility upon the Property or operating performance and experience characteristics satisfactory to Landlord equal to or better than the financial condition, operating performance and experience of Tenant as of the Effective Date; and (vii) the rejection (or deemed rejection) of this Lease for any reason whatsoever shall constitute cause for immediate relief from the automatic stay provisions of the Bankruptcy Code, or another person with similar rights, duties and powers under any other Applicable Laws, proposes to cure any default under this Lease or to assume or assign this Lease Tenant stipulates that such automatic stay shall be lifted immediately and is obliged to provide adequate assurance possession of the Property will be delivered to Landlord that (a) a default shall be cured, (b) Landlord shall be compensated for its damages arising from immediately without the necessity of any breach further action by Landlord. No provision of this Lease and (c) future shall be deemed a waiver of Landlords rights or remedies under the Bankruptcy Code or applicable Law to oppose any assumption and/or assignment of this Lease, to require timely performance of Tenants obligations under this Lease, or to regain possession of the Property as a result of the failure of Tenant to comply with the terms and conditions of this Lease or the Bankruptcy Code. Notwithstanding anything in this Lease to the contrary, all amounts payable by Tenant to or on behalf of Landlord under this Lease, whether or not expressly denominated as such, shall occurconstitute rent for the purposes of the Bankruptcy Code. For purposes of this Section addressing the rights and obligations of Landlord and Tenant upon an Insolvency Event, then such adequate assurances the term Tenant shall include any Tenants successor in bankruptcy, whether a trustee, Tenant as debtor in possession or all of the following, as designated by Landlord in its sole and absolute discretion:other responsible person.
Bankruptcy. In If the event a debtorLandlord shalt not be permitted to terminate this Lease as hereinabove provided because of the provisions of Title 11 of the United States Code relating to Bankruptcy as amended ("Bankruptcy Code"), then Tenant or any trustee or debtor in possession under for Tenant agrees promptly, within no more than fifteen (15) days upon request by Landlord to the Bankruptcy CodeCourt, to assume or another person reject this Lease and Tenant agrees not to seek or request any extension or adjournment of any application to assume or reject this Lease by Landlord with similar rightssuch Court. In such event, duties and powers under Tenant or any other Applicable Laws, proposes to trustee of Tenant may assume this Lease only if it (i) cures or provides adequate assurance that the Tenant or trustee of Tenant will promptly cure any default under this Lease hereunder, and (ii) compensates or to assume or assign this Lease and is obliged to provide provides adequate assurance that the Tenant or trustee of Tenant will promptly compensate Landlord for any actual pecuniary loss to Landlord that (a) a default shall be cured, (b) Landlord shall be compensated for its damages arising resu lting from any breach of this Lease and (c) future performance of Tenants obligations under this Lease shall occur, then such adequate assurances shall include any or all of the following, as designated by Landlord in its sole and absolute discretion:Tenant's default. Fin
Bankruptcy. In Landlord and Tenant understand that, notwithstanding certain provisions to the event contrary contained herein, a debtor, trustee or debtor in possession under the United States Bankruptcy Code, or another person with similar rightsas amended, duties and powers under any other Applicable Laws, proposes to cure any default under this Lease or (the Code) may have certain rights to assume or assign this Lease Lease. Landlord and Tenant further understand that, in any event, pursuant to the Code, Landlord is obliged entitled to provide adequate assurance to Landlord that (a) a default shall be cured, (b) Landlord shall be compensated for its damages arising from any breach assurances of this Lease and (c) future performance of Tenants obligations under the provisions of this Lease shall occurLease. The parties agree that, then with respect to any such assumption or assignment, the term adequate assurances assurance shall include any or all of at lease the following, as designated by Landlord in its sole and absolute discretion:;
Appears in 1 contract Office Lease (SOI Holdings, Inc.),
Bankruptcy. In Upon the event a debtoroccurrence and during the continuance of an Event of Default, trustee Mortgagee shall have the right to proceed in its own name or debtor in possession the name of Mortgagor in respect of any claim, suit, action or proceeding relating to the rejection of any Lease, including, without limitation, the right to file and prosecute, to the exclusion of Mortgagor, any proofs of claim, complaints, motions, applications, notices and other documents, in any case in respect of the lessee under such Lease under the Bankruptcy Code. If there shall be filed by or against Mortgagor a petition under the Bankruptcy Code and Mortgagor, or another person with similar rights, duties and powers as lessor under any other Applicable LawsLease, proposes shall determine to reject such Lease pursuant to Section 365(a) of the Bankruptcy Code, then Mortgagor shall give Mortgagee not less than ten (10) days' prior notice of the date on which Mortgagor shall apply to the bankruptcy court for authority to reject the Lease. Mortgagee shall have the right, but not the obligation, to serve upon Mortgagor within such ten (10) day period a notice stating that (i) Mortgagee demands that Mortgagor assume and assign the Lease to Mortgagee pursuant to Section 365 of the Bankruptcy Code, and (ii) Mortgagee covenants to cure any default under this Lease or to assume or assign this Lease and is obliged to provide adequate assurance of future performance under the Lease. If Mortgagee serves upon Mortgagor the notice described in the preceding sentence, Mortgagor shall not seek to Landlord that (a) a default shall be cured, (b) Landlord shall be compensated for its damages arising from any breach of this reject the Lease and shall comply with the demand provided for in clause (ci) future performance of Tenants obligations under this Lease shall occur, then such adequate assurances shall include any or all of the followingpreceding sentence within thirty (30) days after the notice shall have been given, as designated subject to the performance by Landlord Mortgagee of the covenant provided for in its sole and absolute discretion:clause (ii) of the preceding sentence.
Bankruptcy. If Landlord shall not be permitted, Section 22 notwithstanding, to terminate this Lease in the event of Tenants filing for bankruptcy or being adjudged a bankrupt because of the provision of Title 11 of the United States Code relating to Bankruptcy, as amended previously or hereafter, and any successor law (collectively, the Bankruptcy Code), then Tenant as a debtor-in-possession or any bankruptcy trustee for Tenant shall promptly, and in any event within no more than fifteen (15) days upon motion by Landlord to the Bankruptcy Court, elect, assume or reject this Lease, and Tenant on behalf of itself and any trustee agrees not to seek or request Landlord with such Court, nor shall Tenant seek or obtain without Landlords written consent any extension to the statutory time limit for assumption or rejection. Tenant or any trustee for Tenant may only assume this Lease if it (a) cures immediately or provides adequate assurance that it will promptly (within not more than ten (10) days from the date of assumption) cure any monetary default hereunder as to both pre- and post-petition rent, (b) compensates or provides adequate assurance that Landlord will be promptly compensated for any other actual pecuniary loss resulting from Tenants defaults and for any attorneys fees and other expenses incurred by Landlord in proceedings against Tenant or in connection with Tenants bankruptcy filings and all proceedings associated therewith or following therefrom, and (c) provides adequate assurance of performance during the fully stated term hereof of all of the terms, covenants, and provisions of this Lease to be performed by Tenant. In no event after the assumption of this Lease shall any then-existing default remain uncured for a period in excess of ten (10) days from the date of assumption. Adequate assurance of performance of this Lease, as set forth hereinabove, shall include, without limitation, adequate assurance (1) of the source of the rent reserved under this Lease, and (2) that the assumption of this Lease will not breach any provision of this Lease. In the event that any tendered assurance of the source of rents shall fail to include evidence of a debtorreasonable amount of immediately available cash, trustee in Landlords reasonable discretion, such assurance shall be rebuttably presumed to be inadequate. In the event of a filing by or debtor in possession against Tenant of a petition under the Bankruptcy Code, Landlord shall have no obligation to provide Tenant with any services or another person with similar rightsutilities as herein required, duties unless Tenant shall have paid and powers is current in all payments for common area maintenance, utilities or other charges therefor. In the event that Tenant shall ever file or have filed against it a bankruptcy proceedings to which this Lease is subject, and the venue of such proceeding is other than the U.S. Bankruptcy Court sitting in the jurisdiction where the Building is located, Landlord shall be entitled to an immediate release of stay and/or exchange of venue upon application or motion to the court in which such action was filed, and Tenant shall not oppose any such application or motion. Tenant hereby represents and warrants that it is recently solvent, is not the subject of any bankruptcy proceeding, and has no present intention to make any bankruptcy filings within the next twelve (12) months. If Tenant shall make a bankruptcy filing within such twelve (12) month period, such filing shall be presumed to be abusive, and Landlord shall in any event be entitled upon application or motion to the court in question to an immediate release of stay and Tenant shall not oppose such motion or application. The parties agree that no bankruptcy court or trustee may or shall without Landlords prior written consent authorize the Premises to be used for any use or under any other Applicable Laws, proposes to cure any default under this Lease or to assume or assign this Lease and is obliged to provide adequate assurance to Landlord that (a) a default shall be cured, (b) Landlord shall be compensated for its damages arising from any breach of this Lease and (c) future performance of Tenants obligations under this Lease shall occur, then such adequate assurances shall include any or all of the following, as designated trade name other than those permitted by Landlord in its sole and absolute discretion:Section 11 hereof.
Appears in 1 contract Lease Agreement (Gevity Hr Inc),
Bankruptcy. If Tenant shall file a petition in bankruptcy under any provision of the Bankruptcy Code as then in effect, or if Tenant shall be adjudicated a bankrupt in involuntary bankruptcy proceedings and such adjudication shall not have been vacated within sixty (60) days from the date thereof, or if a receiver or trustee of Tenants property shall be appointed and the order appointing such receiver or trustee shall not be set aside or vacated within sixty (60) days after the entry thereof, or if Tenant shall assign Tenants estate or effects for the benefit of creditors (collectively, Acts of Insolvency), or if this Lease shall, by operation of law or otherwise, pass to any person or persons other than Tenant, then in any such event Landlord may terminate this Lease, if Landlord so elects, with or without notice of such election and with or without entry or action by Landlord. In such case, notwithstanding any other provisions of this Lease, Landlord, in addition to any and all rights and remedies allowed by law or equity, shall, upon such termination, be entitled to recover damages in the event a debtoramount provided in Subparagraph 25(b), trustee and neither Tenant nor any person claiming through or debtor under Tenant or by virtue of any statute or order of any court shall be entitled to possession of the Premises but shall immediately surrender the Premises to Landlord. Nothing contained herein shall limit or prejudice the right of Landlord to recover, by reason of any such termination, damages equal to the maximum allowed by any statute or rule of law in possession effect at the time when, and governing the proceedings in which, such damages are to be proved, whether or not such damages are greater, equal to or less than the amount of damages otherwise recoverable under the Bankruptcy Code, or another person with similar rights, duties and powers under any other Applicable Laws, proposes to cure any default under this Lease or to assume or assign this Lease and is obliged to provide adequate assurance to Landlord that (a) a default shall be cured, (b) Landlord shall be compensated for its damages arising from any breach provisions of this Lease and (c) future performance of Tenants obligations under this Lease shall occur, then such adequate assurances shall include any or all of the following, as designated by Landlord in its sole and absolute discretion:Paragraph 19.
Appears in 1 contract Lease Agreement (Synbiotics Corp),
Bankruptcy. In Notwithstanding any provision contained herein to the event a debtorcontrary, trustee if the Lease is assigned to any person or debtor in possession under entity pursuant to the provisions of the Bankruptcy Code, 11 U.S.C. SS101 et seq. (the Bankruptcy Code), any and all monies or another person other considerations payable or otherwise to be delivered in connection with similar rights, duties and powers under any other Applicable Laws, proposes to cure any default under this Lease or to assume or assign this Lease and is obliged to provide adequate assurance to Landlord that (a) a default such assignment shall be cureddirectly paid or delivered to Landlord, (b) shall be and remain the exclusive property of Landlord and shall not constitute property of Tenant or of the estate of Tenant within the meaning of the Bankruptcy Code. Any and all monies or other considerations constituting Landlords property under the preceding sentence not directly paid or delivered to Landlord shall be compensated held in trust for its damages arising from any breach the benefit of this Landlord and be promptly paid or delivered to Landlord. Any person or entity to which the Lease and (c) future performance is assigned pursuant to the provisions of Tenants obligations under this Lease the Bankruptcy Code, shall occur, then such adequate assurances shall include any be deemed without further act or deed to have assumed all of the followingobligations arising under the Lease on and after the date of such assignment. Any such assignee shall, as designated by upon demand, execute and deliver to Landlord in its sole and absolute discretion:an instrument confirming such assumption. LEASE AGREEMENT Page 10
Bankruptcy. In the event If Tenant shall file a debtor, trustee or debtor petition in possession bankruptcy under any provision of the Bankruptcy CodeCode as then in effect, or another person if Tenant shall be adjudicated a bankrupt in involuntary bankruptcy proceedings and such adjudication shall not have been vacated within thirty (30) days from the date thereof, or if a receiver or trustee of Tenants property shall be appointed and the order appointing such receiver or trustee shall not be set aside or vacated within thirty (30) days after the entry thereof, or if Tenant shall assign Tenants estate or effects for the benefit of creditors (collectively, Acts of Insolvency), then in any such event Landlord may terminate this Lease, if Landlord so elects, with similar rightsor without notice of such election and with or without entry or action by Landlord. In such case, duties and powers under notwithstanding any other Applicable Laws, proposes to cure any default under this Lease or to assume or assign this Lease and is obliged to provide adequate assurance to Landlord that (a) a default shall be cured, (b) Landlord shall be compensated for its damages arising from any breach provisions of this Lease Lease, Landlord, in addition to any and (c) future performance of Tenants obligations all rights and remedies allowed by law or equity, shall, upon such termination, be entitled to recover damages in the amount provided in Subparagraph 25(b), and neither Tenant nor any person claiming through or under this Lease shall occur, then such adequate assurances shall include any Tenant or all of the following, as designated by Landlord in its sole and absolute discretion:virtue of
Bankruptcy. In the event a debtor, trustee or debtor in possession under the Bankruptcy Code, or another person with similar rights, duties and powers under any other Applicable Laws, proposes to cure any default under this Lease or to assume or assign this Lease and is obliged to provide adequate assurance to Landlord that (a) a default shall be cured, (b) Landlord shall be compensated for its damages arising from any breach of this Lease and (c) future performance of Tenants obligations under this Lease shall occur, then such adequate assurances shall include any or all of the following, as designated by Landlord in its sole and absolute discretion:: 32.1. Those acts specified in the Bankruptcy Code or other Applicable Laws as included within the meaning of adequate assurance, even if this Lease does not concern a shopping center or other facility described in such Applicable Laws;
Appears in 1 contract Sublease Agreement (Natera, Inc.),
Bankruptcy. In If Tenant, shall be adjudicated bankrupt or as Insolvent or take the event benefit of any Federal reorganization or make a debtor, trustee general assignment or debtor in possession under take the Bankruptcy Codebenefit of any insolvent law, or another person with similar rightsif a Trustee in bankruptcy or a receiver be appointed or elected for Tenant, duties under Federal or State law, this Agreement at the option of the Landlord shall expire and powers under any other Applicable Lawsend seven (7) days after Landlord gives Tenant written notice, proposes to cure UNLESS, the Tenant's Trustee immediately cures any default under this Lease or to assume or assign this Lease of Tenant hereunder and is obliged to provide provides (in compliance with Federal and State laws) adequate assurance to Landlord that (a) a default shall be cured, (b) Landlord shall be compensated for its damages arising from any breach of this Lease and (c) future performance of Tenants Tenant's obligations under this Lease shall occur, then such adequate assurances shall include any or all of the following, as designated by Landlord in its sole and absolute discretion:hereunder.
Appears in 1 contract Commercial Lease (Arotech Corp),
Bankruptcy. If Tenant shall file a petition in bankruptcy under any provision of the Bankruptcy Code as then in effect, or if Tenant shall be adjudicated a bankrupt in involuntary bankruptcy proceedings and such adjudication shall not have been vacated within thirty (30) days from the date thereof, or if a receiver or trustee of Tenant's property shall be appointed and the order appointing such receiver or trustee shall not be set aside or vacated within thirty (30) days after the entry thereof, or if Tenant shall assign Tenant's estate or effects for the benefit of creditors (collectively, "Acts of Insolvency"), or if this Lease shall, by operation of law or otherwise, pass to any person or persons other than Tenant, then in any such event Landlord may terminate this Lease, if Landlord so elects, with or without notice of such election and with or without entry or action by Landlord. In such case, notwithstanding any other provisions of this Lease, Landlord, in addition to any and all rights and remedies allowed by law or equity, shall, upon such termination, be entitled to recover damages in the event a debtoramount provided in Subparagraph 25(b), trustee and neither Tenant nor any person claiming through or debtor under Tenant or by virtue of any statute or order of any court shall be entitled to possession of the Premises but shall immediately surrender the Premises to Landlord. Nothing contained herein shall limit or prejudice the right of Landlord to recover, by reason of any such termination, damages equal to the maximum allowed by any statute or rule of law in possession effect at the time when, and governing the proceedings in which, such damages are to be proved, whether or not such damages are greater, equal to or less than the amount of damages otherwise recoverable under the Bankruptcy Code, or another person with similar rights, duties and powers under any other Applicable Laws, proposes to cure any default under this Lease or to assume or assign this Lease and is obliged to provide adequate assurance to Landlord that (a) a default shall be cured, (b) Landlord shall be compensated for its damages arising from any breach provisions of this Lease and (c) future performance of Tenants obligations under this Lease shall occur, then such adequate assurances shall include any or all of the following, as designated by Landlord in its sole and absolute discretion:Paragraph 19.
Appears in 1 contract Lease Agreement (MyDx, Inc.),
Bankruptcy. In If Tenant shall be adjudicated insolvent or bankrupt pursuant to the event provisions of any state or federal insolvency or bankruptcy law, or if a receiver or trustee of the property of Tenant shall be appointed, or if any assignment shall be made of Tenant's property for the benefit of creditors or if a petition shall be filed by or against Tenant seeking to have Tenant adjudicated insolvent or bankrupt pursuant to the provisions of any state or federal insolvency or bankruptcy law and such petition shall not be withdrawn and the proceedings dismissed within ninety (90) days after the filing of the petition, then and in any of such events, Landlord may terminate this Lease by written notice to Tenant. If, as a matter of law, Landlord has no right upon Tenant's bankruptcy to terminate this Lease, then, if Tenant, as debtor, trustee or debtor in possession under the Bankruptcy Codeits trustee, or another person with similar rights, duties and powers under any other Applicable Laws, proposes to cure any default under this Lease or wishes to assume or assign this Lease and is obliged Lease, in addition to provide adequate assurance to Landlord that (a) a default shall be cured, (b) Landlord shall be compensated for its damages arising from any breach curing or adequately assuring the cure of this Lease and (c) future performance of Tenants obligations all Tenant's existing defaults under this Lease shall occuras of the date of filing of the proceeding (such assurances being defined below), then such Tenant, as debtor, or the trustee, as assignee, must also furnish adequate assurances shall include any or of future performance under this Lease (as defined below). Adequate assurance of curing defaults means the posting with Landlord of a sum in cash sufficient to defray the cost of such a cure. Adequate assurance of future performance under this Lease means posting a deposit equal to three (3) months rent, including all other charges payable by Tenant under this Lease, and in the case of an assignee, assuring Landlord that the assignee is financially capable of assuming this Lease. In a reorganization under Chapter 11 of the followingBankruptcy Code, as designated by Landlord in its sole the debtor or trustee must assume this Lease or assign it within one hundred twenty (120) days from the filing of the proceeding, or he shall be deemed to have rejected and absolute discretion:terminated this Lease.
Bankruptcy. If Landlord shall not be permitted to terminate this Lease as hereinabove provided because of the provisions of Title 11 of the United States Code relating to Bankruptcy, as amended ("Bankruptcy Code") then Tenant as a debtor-in-possession or any trustee for Tenant agrees promptly, within no more than the 120 period prescribed by the Bankruptcy Code Section 365(d) (f), or such shorter time, if any, designated by the Court, to assume or reject this Lease, itself. In such event, Tenant or any trustee for Tenant may only assume this Lease if (a) it cures or provides adequate assurance that the trustees will promptly cure any default hereunder; (b) compensates or provides adequate assurance that Tenant will promptly compensate Landlord for any actual pecuniary loss to Landlord resulting from Tenant's defaults and as otherwise provided for under this Lease; and (c) provides adequate assurance of performance during the fully stated term hereof of all of the terms, covenants and provisions of this Lease to be performed by Tenant. In no event after the assumption of this Lease shall any then-existing default remain uncured for a period in excess of the earlier of forty-five (45) days or the time period set forth herein or the time period designated by the Court. Adequate assurance of performance of this Lease, as set forth hereinabove, shall include, without limitation, adequate assurance (i) of the source of rent reserved hereunder; and (ii) except as otherwise provided under the Bankruptcy Code or agreed to by the parties, the assumption of this Lease will not breach any provision hereunder (other than Section 20(A)(iv)(a) of this Lease). In the event of a debtor, trustee filing or debtor in possession a petition under the Bankruptcy Code, or another person with similar rights, duties and powers under any other Applicable Laws, proposes to cure any default under this Lease or to assume or assign this Lease and is obliged Landlord shall have no obligation to provide adequate assurance to Landlord that (a) Tenant with any services as herein required, unless Tenant shall have paid and be current in all post-petition Real Estate Taxes, insurance , utilities or other charges provided for hereunder.If Tenant becomes bankrupt or makes an assignment for benefit of creditors, or in the event a default shall be cured, (b) Landlord shall be compensated for its damages arising from any breach of this Lease and (c) future performance of Tenants obligations under this Lease shall occur, then such adequate assurances shall include any or all of the following, as designated by Landlord in its sole and absolute discretion:receiver is
Appears in 1 contract Lease Agreement (Cpi Corp),
Bankruptcy. In Landlord and Tenant understand that, notwithstanding certain provisions to the event contrary contained herein, a debtor, trustee or debtor in possession under the United States Bankruptcy Code (Code, or another person with similar rights, duties and powers under any other Applicable Laws, proposes to cure any default under this Lease or ) may have certain rights to assume or assign this Lease Lease. Landlord and Tenant further understand that, in such event, Landlord is obliged entitled under the Code to provide adequate assurances of future performance of the terms and provisions of this Lease. The parties hereto agree that, with respect to any such assumption or assignment, the term adequate assurance shall include at least the following: (1) since the financial condition and resources of Tenant were a material inducement to Landlord in entering into this Lease, in order to assure Landlord that the proposed assignee will have the resources with which to pay all Rent payable pursuant to the terms hereof, any proposed assignee must have, as demonstrated to Landlords satisfaction, a net worth (aas defined in accordance with generally accepted accounting principles consistently applied) a default shall of not less than the net worth of Tenant on the date this Lease became effective, increased by seven percent (7%), compounded annually, for each year from the Commencement Date through the date of the proposed assignment; (2) since Landlords asset will be cured, (b) Landlord shall be compensated for its damages arising from substantially impaired if the trustee in bankruptcy or any breach assignee of this Lease makes any use of the Premises other than the Permitted Use, any proposed assignee must have been engaged in the conduct of business for the five (5) years prior to any such proposed assignment, which business does not violate the Permitted Use, and such proposed assignee shall continue to engage in the Permitted Use; and (c3) future performance any proposed assignee of Tenants obligations under this Lease shall occurmust assume and agree to be personally bound by the terms, then such adequate assurances shall include any or all covenants and provisions of the following, as designated by Landlord in its sole and absolute discretion:this Lease.
Appears in 1 contract Lease (Bazaarvoice Inc),
Bankruptcy. In Lessor shall also have the right to terminate this Lease by written notice and to take exclusive possession of the Premises in the event a debtor, trustee or debtor in possession under the Bankruptcy Code, or another person with similar rights, duties and powers under any other Applicable Laws, proposes to cure any default under this Lease or to assume or assign this Lease and is obliged to provide adequate assurance to Landlord that of (a) a default shall be curedgeneral assignment by Lessee for the benefit of creditors, (b) Landlord shall the filing of any voluntary petition in bankruptcy by Lessee, or the filing of an involuntary petition by Lessees creditors, which involuntary petition remains undischarged for a period of thirty (30) days. In the event that under applicable law the trustee in bankruptcy or Lessee has the right to affirm this Lease and continue to perform the obligation of Lessee hereunder, such trustee or Lessee shall, in such time period as may be compensated for its damages arising from any breach permitted by the bankruptcy court having jurisdiction, cure all defaults of Lessee hereunder outstanding as of the date of the affirmance of this Lease and provide to Lessor such adequate assurances as may be necessary to insure Lessor of the continued performance of Lessees obligations under this Lease, (c) future performance the employment of Tenants obligations under a receiver to take possession of substantially all of Lessees assets or the Premises, if such attachment or other seizure remains undismissed or undischarged for a period of ten (10) days after the levy thereof, and (d) the attachment, execution or other judicial seizure of all or substantially all of Lessees assets at the Premises, if such attachment or other seizure remains undismissed or undischarged for a period of ten (10) days after the levy thereof. Receipt of Rental or other payments from any person for use of the Premises shall not constitute a waiver of Lessors right to terminate this Lease as above set forth. For purposes of this Section 24, the term Lessee shall occur, then such adequate assurances shall include mean any Lessee or all partner of the following, as designated by Landlord in its sole and absolute discretion:Lessee if there are two (2) or more Lessees hereunder or if Lessee is a partnership.
Bankruptcy. In As a material inducement to Landlord executing this Lease, Tenant acknowledges and agrees that Landlord is relying upon (i) the event financial condition and specific operating experience of Tenant and Tenants obligation to use the Property as a debtorPermitted Facility; (ii) Tenants timely performance of all of its obligations under this Lease notwithstanding the entry of an order for relief under the Bankruptcy Code for Tenant; and (iii) all defaults under this Lease being cured promptly and this Lease being assumed within sixty (60) days of any order for relief entered under the Bankruptcy Code for Tenant, trustee or debtor this Lease being rejected within such sixty (60) day period and the Property surrendered to Landlord. Accordingly, in possession consideration of the mutual covenants contained in this Lease and for other good and valuable consideration, Tenant hereby agrees that: (i) all obligations that accrue under this Lease (including the obligation to pay Rents), from and after an Insolvency Event shall be timely performed exactly as provided in this Lease and any failure to so perform shall be harmful and prejudicial to Landlord; (ii) any and all Rents that accrue from and after an Insolvency Event and that are not paid as required by this Lease shall, in the amount of such Rents, constitute administrative expense claims allowable under the Bankruptcy Code with priority of payment at least equal to that of any other actual and necessary expenses incurred after an Insolvency Event; (iii) any extension of the time period within which Tenant may assume or reject this Lease without an obligation to cause all obligations under this Lease to be performed as and when required under this Lease shall be harmful and prejudicial to Landlord; (iv) any time period designated as the period within which Tenant must cure all defaults and compensate Landlord for all pecuniary losses which extends beyond the date of assumption of this Lease shall be harmful and prejudicial to Landlord; (v) any assignment of this Lease must result in all terms and conditions of this Lease being assumed by the assignee without alteration or amendment, and any assignment which results in an amendment or alteration of the terms and conditions of this Lease without the express written consent of Landlord shall be harmful and prejudicial to Landlord; (vi) any proposed assignment of this Lease shall be harmful and prejudicial to Landlord if made to an assignee that does not possess financial condition adequate to operate Permitted Facility upon the Property or operating performance and experience characteristics satisfactory to Landlord equal to or better than the financial condition, operating performance and experience of Tenant as of the Effective Date; and (vii) the rejection (or deemed rejection) of this Lease for any reason whatsoever shall constitute cause for immediate relief from the automatic stay provisions of the Bankruptcy Code, or another person with similar rights, duties and powers under any other Applicable Laws, proposes to cure any default under this Lease or to assume or assign this Lease Tenant stipulates that such automatic stay shall be lifted immediately and is obliged to provide adequate assurance possession of the Property will be delivered to Landlord that (a) a default shall be cured, (b) Landlord shall be compensated for its damages arising from immediately without the necessity of any breach further action by Landlord. No provision of this Lease and (c) future shall be deemed a waiver of Landlords rights or remedies under the Bankruptcy Code or applicable Law to oppose any assumption and/or assignment of this Lease, to require timely performance of Tenants obligations under this Lease, or to regain possession of the Property as a result of the failure of Tenant to comply with the terms and conditions of this Lease or the Bankruptcy Code. Notwithstanding anything in this Lease to the contrary, all amounts payable by Tenant to or on behalf of Landlord under this Lease, whether or not expressly denominated as such, shall occurconstitute rent for the purposes of the Bankruptcy Code. For purposes of this Section addressing the rights and obligations of Landlord and Tenant upon an Insolvency Event, then such adequate assurances the term Tenant shall include any Tenants successor in bankruptcy, whether a trustee, Tenant as debtor in possession or all of the following, as designated by Landlord in its sole and absolute discretion:other responsible person.
Bankruptcy. In the event a debtor, trustee Any election to assume this Lease under Chapter 11 or debtor in possession under 13 of the Bankruptcy Code, Code by Tenant as debtor-in-possession or another person with similar rights, duties and powers under any other Applicable Laws, proposes by Tenant's trustee (the "Electing Party") must provide for: (i) the Electing Party to cure any default or provide to Landlord adequate assurance that it will cure all monetary defaults under this Lease or to assume or assign within fifteen (15) days from the date of assumption and it will cure all nonmonetary defaults under this Lease within thirty (30) days from the date of assumption. Landlord and is obliged Tenant acknowledge such condition to provide be commercially reasonable; (ii) If the Electing Party has assumed this Lease or elects to assign Tenant's interest under this Lease to any other person, such interest may be assigned only if the intended assignee has provided adequate assurance to Landlord that (a) a default shall be cured, (b) Landlord shall be compensated for its damages arising from any breach of this Lease and (c) future performance (as herein defined), of Tenants all of the obligations imposed on Tenant under this Lease. For the purposes hereof, "adequate assurance of future performance" means that Landlord has ascertained that each of the following conditions has been satisfied: The assignee has submitted a current financial statement, certified by its chief financial officer, which shows a net worth and working capital in amounts sufficient to assure the future performance by the assignee of Tenant's obligations under this Lease shall occur, then such adequate assurances shall include any or all of the following, as designated by Landlord in its sole and absolute discretion:Lease.
Appears in 1 contract Lease (Zendesk, Inc.),
Bankruptcy. In case of any bankruptcy, reorganization, debt arrangement or other proceeding under any insolvency law relating to the event a debtorMaker, trustee any dissolution, liquidation or debtor in possession under receivership proceeding is instituted by or against the Bankruptcy CodeMaker, or another person with similar rights, duties and powers under any other Applicable Laws, proposes to cure any default under this Lease by Guarantor of any of the covenants, terms and conditions set forth herein, all of the Guaranteed Debt shall, without notice to anyone, immediately become due or to assume or assign this Lease accrued and is obliged to provide adequate assurance to Landlord that all amounts due hereunder shall be payable by Guarantor. Guarantor hereby expressly and irrevocably: (a) waives, to the fullest extent possible, on behalf of itself and its successors and assigns (including any surety) and any other person, any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification, set off or to any other rights that could accrue to a default shall be curedsurety against a principal, a guarantor against a maker or obligor, an accommodation party against the party accommodated, a holder or transferee against a maker, or to the holder of a claim against any person, and which Guarantor may have or hereafter acquire against any person in connection with or as a result of Guarantors execution, delivery and/or performance of this Guaranty, or any other documents to which Guarantor is a party or otherwise; (b) Landlord waives any claim (as such term is defined in the United States Bankruptcy Code) of any kind against the Maker, and further agrees that it shall be compensated for its damages arising from not have or assert any breach of this Lease such rights against any person (including any surety), either directly or as an attempted set off to any action commenced against Guarantor by the Holder or any other person; and (c) future performance acknowledges and agrees (i) that foregoing waivers are intended to benefit the Holder and shall not limit or otherwise affect Guarantors liability hereunder or the enforceability of Tenants obligations under this Lease shall occurGuaranty, then such adequate assurances shall include any or all and (ii) that the Maker and its successors and assigns are intended third party beneficiaries of the following, as designated by Landlord in its sole and absolute discretion:foregoing waivers.
Bankruptcy. In (a) Upon the event occurrence and during the continuance of an Event of Default, Mortgagee shall have the right to proceed in its own name or in the name of Mortgagor in respect of any claim, suit, action or proceeding relating to the rejection of any Lease, including, without limitation, the right to file and prosecute, to the exclusion of Mortgagor, any proofs of claim, complaints, motions, applications, notices and other documents, in any case in respect of the lessee under such Lease under the Bankruptcy Code.(b) If there shall be filed by or against Mortgagor a debtorpetition under the Bankruptcy Code and Mortgagor, trustee or debtor in possession as lessor under any Lease, shall determine to reject such Lease pursuant to Section 365(a) of the Bankruptcy Code, or another person with similar rightsthen Mortgagor shall give Mortgagee not less than ten (10) days prior notice of the date on which Mortgagor shall apply to the bankruptcy court for authority to reject the Lease. Mortgagee shall have the right, duties but not the obligation, to serve upon Mortgagor within such ten-day period a notice stating that (i) Mortgagee demands that Mortgagor assume and powers under any other Applicable Laws, proposes assign the Lease to Mortgagee pursuant to Section 365 of the Bankruptcy Code and (ii) Mortgagee covenants to cure any default under this Lease or to assume or assign this Lease and is obliged to provide adequate assurance of future performance under the Lease. If Mortgagee serves upon Mortgagor the notice described in the preceding sentence, Mortgagor shall not seek to Landlord that (a) a default shall be cured, (b) Landlord shall be compensated for its damages arising from any breach of this reject the Lease and shall comply with the demand provided for in clause (ci) future performance of Tenants obligations under this Lease shall occur, then such adequate assurances shall include any or all of the followingpreceding sentence within thirty (30) days after the notice shall have been given, as designated subject to the performance by Landlord Mortgagee of the covenant provided for in its sole and absolute discretion:clause (ii) of the preceding sentence.