By Tenant. Tenant shall not sublet the Leased Premises or any portion thereof or assign its interest in this Lease, whether voluntarily or by operation of Law, or permit the occupancy by other than Tenant, its employees and contractors, without Landlord’s prior written consent which may be withheld in Landlord’s sole discretion. Any subletting or assignment without Landlord’s prior written consent, at Landlord’s election, shall constitute a default by Tenant under the terms of this Lease and such subletting or assignment shall be null and void and without effect. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. No subletting or assignment, even with the consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay rent and to perform all of the other obligations to be performed by Tenant hereunder. Consent by Landlord to one or more assignments of Tenant’s interest in this Lease or to one or more sublettings of the Leased Premises shall not be deemed to be a consent to any subsequent assignment or subletting. No subtenant shall have any right to assign its sublease or to further sublet any portion of the sublet premises or to permit any portion of the sublet premises to be used or occupied by any other party. Upon an event of default while a sublease is in effect, Landlord may collect directly from the sublessee all sums becoming due to Tenant under the sublease and apply this amount against any sums due Landlord by Tenant, and Tenant authorizes and directs any sublessee to make payments directly to Landlord upon notice from Landlord. No direct collection by Landlord from any sublessee shall constitute a novation or release of Tenant or any guarantor, a consent to the sublease or a waiver of the covenant prohibiting subleases. Landlord acknowledges and agrees that if Konica Minolta Systems Laboratory, Inc. has not vacated its premises on or before the Closing under the Purchase Agreement, then such tenancy shall be a permitted sublease from and after the Effective Date of this Lease subject to the terms and conditions of Section 9.7.1 of the Purchase Agreement.
Appears in 1 contract
Samples: Lease (Electronics for Imaging Inc)
By Tenant. Tenant shall not assign or hypothecate this Lease or any interest herein or sublet the Leased Premises or any portion part thereof or assign its interest in this Lease, whether voluntarily or by operation of Law, or permit without the occupancy by other than Tenant, its employees and contractors, without Landlord’s prior written consent which may be withheld in Landlord’s sole discretion. Any subletting or assignment without Landlord’s prior written consent, at Landlord’s election, shall constitute a default by Tenant under the terms of this Lease and such subletting or assignment shall be null and void and without effect. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. No subletting or assignment, even with the consent of Landlord, which consent shall relieve Tenant not be unreasonably withheld, provided that Landlord's determination that (i) the proposed assignee or subtenant would adversely affect the Building, other tenants in the Building, or the image or reputation of its personal the Building, (ii) the proposed assignee's or subtenant's business would cause a material increase in Operating Expenses, (iii) the financial condition of the proposed assignee or subtenant are unacceptable to Landlord, or (iv) the proposed tenant's business would be disruptive or would violate an exclusive use provision contained in any other lease in the Building, (v) the proposed tenant is an existing tenant or occupant of Corporate Exchange Buildings IV or V or a person or entity with whom Landlord is negotiating or has negotiated for the lease of space in Corporate Exchange Buildings IV or V, shall be a reasonable basis for withholding consent. No assignment shall be effective, whether or not Landlord's consent is required, unless and primary obligation to pay rent until Landlord receives an executed copy of the assignment, in recordable form, under which the assignee assumes this Lease and agrees to perform all of the other obligations to be performed by and observe Tenant's covenants and conditions. Tenant hereunder. Consent by Landlord to one or more assignments of Tenant’s interest in may assign this Lease or to one or more sublettings of the Leased Premises shall not be deemed to be a consent to any subsequent assignment or subletting. No subtenant shall have any right to assign its sublease or to further sublet any portion of the sublet premises or Premises without Landlord's consent to permit any portion of the sublet premises to be used following: an affiliate or occupied by any other party. Upon an event subsidiary of default while Tenant; a sublease is in effect, Landlord may collect directly corporation resulting from the sublessee all sums becoming due to Tenant under the sublease and apply this amount against any sums due Landlord by merger or consolidation of Tenant, and Tenant authorizes and directs any sublessee to make payments directly to Landlord upon notice from Landlord. No direct collection by Landlord from any sublessee shall constitute ; or a novation person or release of entity which acquires Tenant or any guarantorsubstantially all the assets of Tenant's business, a consent to provided that the sublease or a waiver of acquiring entity's net worth is greater than Tenant's net worth on the covenant prohibiting subleasesCommencement Date. Landlord acknowledges and agrees that if Konica Minolta Systems Laboratory, Inc. has not vacated its premises on or before For the Closing under the Purchase Agreement, then such tenancy shall be a permitted sublease from and after the Effective Date purpose of this Lease subject to the terms and conditions of Section 9.7.1 of the Purchase Agreement.15, an "affiliate" shall
Appears in 1 contract
Samples: Lease Agreement (Frontstep Inc)
By Tenant. Except as provided below, Tenant shall not assign this Lease or any interest herein and shall not sublet the Leased Premises or any portion part thereof or assign its interest in this Lease, whether voluntarily any right or by operation of Lawprivilege appurtenant thereto, or permit suffer any other person to occupy or use the occupancy by other than Tenant, its employees and contractorsLeased Premises or any portion thereof, without Landlord’s prior first obtaining the written consent which may be withheld in Landlord’s sole discretion. Any subletting or assignment without Landlord’s prior written consent, at Landlord’s election, shall constitute a default by Tenant under the terms of this Lease and such subletting or assignment shall be null and void and without effect. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. No subletting or assignment, even with the consent of Landlord, which consent shall relieve Tenant not be unreasonably withheld, conditioned or delayed. Landlord agrees not to withhold consent to any such assignment of its personal and primary obligation to pay rent and to perform all of the other obligations to be performed by Tenant hereunder. Consent by Landlord to one or more assignments of Tenant’s interest in this Lease or to one or more sublettings subletting of the entire Leased Premises provided that Tenant requests the same in writing and provided that (i) at the time thereof, Tenant is not in Default under this Lease, (ii) Landlord, in its sole discretion reasonably exercised, determines that the reputation, business, proposed use of the Leased Premises and financial responsibility of the proposed assignee or sublessee, are satisfactory to Landlord, (iii) any assignee or sublessee shall expressly assume all the obligations of this Lease on Tenant’s part to be performed, or in the case of a sublease of less than all of the Leased Premises, assume such obligations with respect to the relevant portion of the Leased Premises, (iv) such consent, if given, shall not release Tenant or any guarantor of Tenant’s obligation hereunder of any of its obligations under this Lease, including without limitation, its obligation to pay rent, (v) Tenant agrees specifically to pay over to Landlord, as Additional Rent, 50% of all sums provided to be paid under the terms and conditions of such assignment or sublease which are in excess of the sum of the amounts otherwise required to be paid pursuant to this Lease after deduction of reasonable commissions, legal fees and improvement costs paid by Tenant in connection with such assignment or sublease, (vi) a consent to one assignment or subletting shall not be deemed to be a consent to any subsequent assignment or subletting, (vii) Tenant shall indemnify and hold Landlord harmless from any brokerage commissions due in connection with such assignment or subletting, (viii) Tenant shall remain responsible for the performance of all covenants and provisions of this Lease, and (ix) Tenant reimburses Landlord for all of Landlord’s actual out-of-pocket expenses incurred in connection with such assignment or subletting which shall be no more than $2,000.00. No subtenant Whether or not such conditions to assignment or subletting are met, Landlord, at its sole option, may elect to (x) terminate this Lease in the case of an assignment, or, (y) in the event of a sublease, the term of which ends during the last year of the Term and which covers all or substantially all the Leased Premises, terminate this Lease as of the date of the proposed assignment or commencement date of the proposed sublease, to be effective unless Tenant elects to withdraw its request to sublease or assign, which election, if exercised by Landlord, shall have be by written notice to Tenant given within twenty (20) days of receipt by Landlord of Tenant’s request for such consent to assign or sublet. If Landlord elects to terminate this Lease in accordance with the foregoing sentence, then Landlord may lease the relevant portion of the Leased Premises to the sublessee or assignee proposed by Tenant or any other person or entity. Any assignment or subletting or occupancy without Landlord’s prior written consent shall be void and, at the option of Landlord, shall constitute a Default under this Lease. If the Lease is not terminated, then Landlord shall deliver to Tenant, within twenty (20) days following Tenant’s request, its consent to such assignment, sublease or occupancy or its disapproval (if reasonable). Except as provided below, neither this Lease nor any interest herein shall be assignable as to the interest of Tenant by operation of law without consent of Landlord, which consent shall be subject to each of the standards set forth in this Section 12.1. Tenant agrees that in the event Landlord withholds its consent to any assignment, subletting or occupancy contrary to the provisions of this Section 12.1, then Tenant’s sole remedy shall be to seek an injunction in equity to compel Landlord to give its consent and Tenant expressly waives any right to assign damages in the event of such withholding by Landlord of its sublease consent. Notwithstanding the foregoing, Tenant may, without Landlord’s consent, sublet all or to further sublet any portion of the sublet premises Leased Premises or assign the Lease to: (a) a parent, subsidiary, affiliate, division or corporation controlling, controlled by or under common control with Tenant; (b) a successor corporation related to permit any portion Tenant by merger, consolidation, reorganization or governmental action; or (c) a purchaser of Tenant’s leasehold interest in the Leased Premises; provided that (i) the transferee or assignee or transferor, shall remain liable for performance of all obligations under this Lease, (ii) Tenant, as assignor or transferor, shall remain liable for performance of all obligations under the Lease, (iii) as of the sublet premises date of such transfer, the purchaser, assignee, sublessee or transferee shall have the financial ability to perform (in Landlord’s reasonable business judgment) its obligations with respect to this Lease and/or Leased Premises and (iv) at the time of the transfer, sublease or assignment, Tenant shall not be in default of any of its obligations under the Lease (each of the foregoing is a “Permitted Transfer”). For the purpose of this Lease, any (w) sale or transfer of Tenant’s capital stock through any nationally recognized public exchange, (x) redemption or issuance of additional stock of any class, (y) transaction which causes Tenant, or its successor in interest, to be used traded on a nationally recognized public exchange, or occupied by (z) transaction that occurs when Tenant, or its successor in interest, is traded on a nationally recognized public exchange, shall not be deemed an assignment, subletting or any other party. Upon an event of default while a sublease is in effect, Landlord may collect directly from the sublessee all sums becoming due to Tenant under the sublease and apply this amount against any sums due Landlord by Tenant, and Tenant authorizes and directs any sublessee to make payments directly to Landlord upon notice from Landlord. No direct collection by Landlord from any sublessee shall constitute a novation or release of Tenant or any guarantor, a consent to the sublease or a waiver transfer of the covenant prohibiting subleases. Landlord acknowledges and agrees that if Konica Minolta Systems Laboratory, Inc. has not vacated its premises on or before the Closing under the Purchase Agreement, then such tenancy shall be a permitted sublease from and after the Effective Date of this Lease subject to the terms and conditions of Section 9.7.1 of the Purchase AgreementLeased Premises.
Appears in 1 contract
By Tenant. Tenant shall not sublet the Leased Premises (or any portion thereof thereof) or assign or encumber its interest in this Lease, whether voluntarily or by operation of Law, or permit the occupancy by other than Tenant, its employees and contractors, without Landlord’s 's prior written consent which may be withheld first obtained in Landlord’s sole discretionaccordance with the provisions of this Article 7. Any subletting attempted subletting, assignment or assignment encumbrance without Landlord’s 's prior written consent, at Landlord’s 's election, shall constitute a default by Tenant under the terms of this Lease and such subletting or assignment shall be null and void and without effectLease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraphArticle, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment or encumbrance of Tenant’s 's interest in this Lease. No Notwithstanding the forgoing, however, Landlord hereby gives its consent to sublet the premises commonly known and referred to as Renco 47 consisting of approximately 51,767 square feet of space for only the initial period of 36 months from the Commencement Date, without Landlord's participation in Assignment Consideration and Excess Rentals and without being subject to any recapture or termination rights under Section 7.3. Such subletting or assignment, even shall be to a reasonable subtenant and Landlord shall have the same rights as described in this Article 7 saving and excepting therefrom only the provision that Tenant share with the consent of Landlord, shall relieve Assignment Consideration and Excess Rentals. Notwithstanding anything to the contrary herein, Tenant of its personal and primary obligation to pay rent and to perform all of the other obligations to be performed by Tenant hereunder. Consent by Landlord to one or more assignments of Tenant’s interest in this Lease or to one or more sublettings of may, without Landlord's prior written consent, sublet the Leased Premises or assign the Lease to (a) a subsidiary, affiliate, division or corporation controlling, controlled by or under common control with Tenant, (b) a successor corporation related to Tenant by merger, consolidation, non-bankruptcy reorganization, or government action, or (c) a purchaser of substantially all of Tenant's assets located in the Premises. A sale or transfer of Tenant's capital stock shall not be deemed to be a consent to an assignment, subletting or any subsequent assignment or subletting. No subtenant shall have any right to assign its sublease or to further sublet any portion other transfer of the sublet premises Lease or to permit any portion of the sublet premises to be used or occupied by any other party. Upon an event of default while a sublease is in effect, Landlord may collect directly from the sublessee all sums becoming due to Tenant under the sublease and apply this amount against any sums due Landlord by Tenant, and Tenant authorizes and directs any sublessee to make payments directly to Landlord upon notice from Landlord. No direct collection by Landlord from any sublessee shall constitute a novation or release of Tenant or any guarantor, a consent to the sublease or a waiver of the covenant prohibiting subleases. Landlord acknowledges and agrees that if Konica Minolta Systems Laboratory, Inc. has not vacated its premises on or before the Closing under the Purchase Agreement, then such tenancy shall be a permitted sublease from and after the Effective Date of this Lease subject to the terms and conditions of Section 9.7.1 of the Purchase AgreementLeased Premises.
Appears in 1 contract
Samples: Sublease (Va Software Corp)
By Tenant. Tenant shall not sublet the Leased Premises voluntarily assign or any portion thereof encumber, or assign its interest in this Lease---------- permit an assignment to occur voluntarily, whether voluntarily involuntarily or by operation of Lawlaw of, Tenant's interest in this Lease or in the Demised Premises, or permit sublease all or any part of the occupancy by Demised Premises, or allow any other than person or entity (except Tenant, its employees and contractors's authorized representatives) to occupy or use all or any part of the Demised Premises, without Landlord’s prior written consent which may be withheld in Landlord’s sole discretion. Any subletting or assignment without Landlord’s 's prior written consent, which consent shall not be unreasonably withheld. Any assignment or sublease without Landlord's prior written consent shall be voidable and, at Landlord’s 's election, shall constitute a default by Tenant under the terms of this Lease and such subletting default. No consent to an assignment or assignment sublease shall be null and void and without effect. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of constitute a violation further waiver of the provisions of this paragraphSection 6.1. Landlord acknowledges that Tenant's interest in the Lease may be assigned to a new entity as part of an overall reorganization of the ownership of the House of Blues enterprises. Notwithstanding the foregoing, this assignment shall not require Landlord's prior written consent if Xxxxx Xxxxxxx remains involved in a meaningful way with the operation of the business of Tenant and as an owner, directly or indirectly, of an interest in Tenant; provided, Landlord shall be notified in writing of the occurrence of this permitted assignment. If Tenant is an entity (i.e. corporation, partnership, limited liability company, etc.), any dissolution, merger, consolidation or other reorganization of Tenant, or the sale or other transfer (in one or more transactions) of at least 51% of the equity interests of Tenant, or the sale or other transfer (in one or more transactions) of at least 51% of the value of the assets of Tenant, shall be deemed an assignment of this Lease for the purposes of this Section 6.1 and shall be a default by Tenant if Landlord's prior written consent is not obtained; however, notwithstanding the foregoing, these transactions shall not be deemed considered an assignment of this Lease for the purposes of this section 6.1 if Xxxxx Xxxxxxx remains involved in a meaningful way with the operation of the business of Tenant and as an owner, directly or indirectly, of an interest in Tenant. This paragraph shall not apply to a corporation the stock of which is publicly traded on a recognized national security exchange or quoted on the NASDAQ National Market System. The Gross Sales (as defined in Section 3.2(c)) of each sublessee, concessionaire or licensee shall in all cases be a waiver by Landlord part of Tenant's Gross Sales for the purpose of determining any provision of this Article or this Lease or to be a consent to any subletting percentage rent payable by Tenant or any assignment of Tenant’s interest in this Leaseto Landlord. No subletting or Notwithstanding a transfer, assignment, even with the consent of Landlordsublease, shall relieve concession or license, Tenant of its personal and primary obligation to pay rent and to perform all of the other obligations to be performed by Tenant hereunder. Consent by Landlord to one or more assignments of Tenant’s interest in this Lease or to one or more sublettings of the Leased Premises shall not be deemed to be a consent to any subsequent assignment or subletting. No subtenant released and shall have any right to assign its sublease or to further sublet any portion of the sublet premises or to permit any portion of the sublet premises to be used or occupied by any other party. Upon an event of default while a sublease is in effect, Landlord may collect directly from the sublessee all sums becoming due to Tenant remain primarily liable for Tenant's obligations under the sublease and apply this amount against any sums due Landlord by Tenant, and Tenant authorizes and directs any sublessee to make payments directly to Landlord upon notice from Landlord. No direct collection by Landlord from any sublessee shall constitute a novation or release of Tenant or any guarantor, a consent to the sublease or a waiver of the covenant prohibiting subleases. Landlord acknowledges and agrees that if Konica Minolta Systems Laboratory, Inc. has not vacated its premises on or before the Closing under the Purchase Agreement, then such tenancy shall be a permitted sublease from and after the Effective Date of this Lease subject to the terms and conditions of Section 9.7.1 of the Purchase AgreementLease.
Appears in 1 contract
By Tenant. Tenant shall not sublet the Leased Premises or any portion thereof or assign its interest in this Lease, whether voluntarily or by operation of Law, or permit the occupancy by other than Tenant, its employees and contractors, without Landlord’s 's prior written consent which may shall not be unreasonably withheld in Landlord’s sole discretionor delayed. Any attempted subletting or assignment without Landlord’s 's prior written consent, at Landlord’s 's election, shall constitute a default by Tenant under the terms of this Lease and such subletting or assignment shall be null and void and without effectLease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s 's interest in this Lease. No subletting Landlord's prior written consent (which shall not be unreasonably withheld or assignmentdelayed) shall be required for all subleases or assignments by any subtenant, even with the consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay rent and to perform all sub-subtenant or other occupant of the other obligations to Leased Premises. Without limiting the circumstances in which it may be performed by Tenant hereunder. Consent by reasonable for Landlord to one withhold its consent to an assignment or more assignments of Tenant’s interest subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in this Lease or to one or more sublettings the following instances: in Landlord's reasonable judgment, the use of the Leased Premises shall by the proposed assignee or sublessee would involve occupancy by other than for a Permitted Use, would entail any alterations not be deemed permitted by the terms of this Lease, or would require increased services by Landlord; the financial worth of the proposed assignee does not meet the credit standards then customarily applied by commercial landlords for projects of similar size and use as the Property; the proposed assignee or sublessee (or any of its affiliates), in the ten years prior to be a consent to any subsequent the assignment or subletting. No subtenant shall have sublease, has filed for bankruptcy protection, has been the subject of an involuntary bankruptcy which has not been released within sixty (60) days, or has been adjudged insolvent; Landlord has been or is litigation with the proposed assignee; in Landlord's reasonable judgment, the Leased Premises, or the relevant part thereof, will be used in a manner that will violate any right negative covenant as to assign its sublease or to further sublet any portion use contained in this Lease; the use of the sublet premises Leased Premises by the proposed assignee or sublessee will violate any applicable law, ordinance or regulation; the proposed assignment or sublease fails in any material respect to permit any portion include all of the sublet premises to be used or occupied by any other party. Upon an event of default while a sublease is in effect, Landlord may collect directly from the sublessee all sums becoming due to Tenant under the sublease and apply this amount against any sums due Landlord by Tenant, and Tenant authorizes and directs any sublessee to make payments directly to Landlord upon notice from Landlord. No direct collection by Landlord from any sublessee shall constitute a novation or release of Tenant or any guarantor, a consent to the sublease or a waiver of the covenant prohibiting subleases. Landlord acknowledges and agrees that if Konica Minolta Systems Laboratory, Inc. has not vacated its premises on or before the Closing under the Purchase Agreement, then such tenancy shall be a permitted sublease from and after the Effective Date of this Lease subject to the terms and conditions provisions required to be included therein pursuant to this Article 7; or Tenant is in default of Section 9.7.1 any material obligation of Tenant under this Lease which will not be cured prior to or concurrently with the Purchase Agreementproposed assignment or sublease being effective.
Appears in 1 contract
Samples: Lease (Cell Genesys Inc)
By Tenant. Tenant shall not sublet have the Leased Premises or any portion thereof or right to assign its interest in this Lease, whether voluntarily or by operation of Law, or permit the occupancy by other than Tenant, its employees and contractors, without Landlord’s prior written consent which may be withheld in Landlord’s sole discretion. Any subletting or assignment without Landlord’s prior written consent, at Landlord’s election, shall constitute a default by Tenant under the terms of this Lease and such subletting or assignment shall be null and void and without effect. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant further sublet all or any assignment part of Tenant’s interest in this Lease. No subletting or assignmentthe Premises, even with subject to the consent of Landlord, which shall relieve not be unreasonably withheld, conditioned or delayed, and the payment to Landlord of a $2,500 fee to defray the expenses incurred by Landlord in connection with the review, processing or preparation of any documentation in connection with an assignment or sublease. Notwithstanding the foregoing, Landlord shall be deemed to have unreasonably withheld its consent if the proposed assignee operates substantially the same business as Tenant of its personal and primary obligation has a net worth equal to pay rent and or greater than Tenant. Further notwithstanding the foregoing, Tenant shall have the right to perform sublet all or any portion of the other obligations to be performed by Tenant hereunder. Consent by Landlord to one Premises or more assignments of assign Tenant’s interest in this Lease to: (a) a subsidiary, affiliate, parent or other entity to one Tenant which controls, is controlled by, or more sublettings is under common control with, Tenant; (b) a successor entity to Tenant resulting from merger, consolidation, non-bankruptcy reorganization, or government action; or (c) a purchaser of all or any significant portion of Tenant’s stock or assets (the Leased Premises shall not be deemed foregoing hereinafter collectively known as a “Permitted Transferee”), without the consent of Landlord. Tenant shall, however, give notice to be Landlord of an assignment or subletting to a consent Permitted Transferee at least ten (10) days prior to any subsequent the effective date of such assignment or subletting. No subtenant In the event Landlord consents to an assignment, then Tenant shall have be released from this Lease. Without affecting any right of its other obligations under this Lease, Tenant will pay Landlord as additional rent one-half of any sums or other economic consideration that (a) are received by Tenant as a result of an assignment or subletting, and (b) exceed in total the sums which Tenant is obligated to assign its sublease or pay Landlord under this Lease (prorated to further sublet any reflect obligations allocable to that portion of the sublet premises or to permit any portion of the sublet premises to be used or occupied by any other party. Upon an event of default while a sublease is in effect, Landlord may collect directly from the sublessee all sums becoming due to Tenant under the sublease and apply this amount against any sums due Landlord by Tenant, and Tenant authorizes and directs any sublessee to make payments directly to Landlord upon notice from Landlord. No direct collection by Landlord from any sublessee shall constitute a novation or release of Tenant or any guarantor, a consent to the sublease or a waiver of the covenant prohibiting subleases. Landlord acknowledges and agrees that if Konica Minolta Systems Laboratory, Inc. has not vacated its premises on or before the Closing under the Purchase Agreement, then such tenancy shall be a permitted sublease from and after the Effective Date of this Lease Premises subject to the terms and conditions of Section 9.7.1 of the Purchase Agreementsuch assignment or sublease).
Appears in 1 contract
By Tenant. Except as otherwise provided herein, Tenant may not assign, transfer (directly or indirectly, by operation of Law (including merger, change in control or consolidation), judicial decree or otherwise), sublet, enter into license or concession agreements or otherwise permit the use by others of the Demised Premises, or any part thereof, or hypothecate or mortgage this Lease or Tenant's interest in and to the Demised Premise without, in each instance, the prior written consent of Landlord, which consent may be withheld or given in Landlord's sole discretion. Notwithstanding the foregoing, Tenant shall be permitted to sublet the Demised Premises, or any part thereof, without Landlord's prior written consent, provided (i) the subtenant is West Xxxxxxx University of Pennsylvania or another general office use subtenant approved by Landlord, such approval not unreasonably withheld or delayed, (ii) Landlord shall not be released from any of its obligations or liability under this Lease; (iii) prior to any such subletting, Tenant provides Landlord with 30 days written notice containing the name of the proposed subtenant and any information concerning the subtenant that Landlord may reasonably request; and (iv) the sublease agreement shall provide for an operating covenant of the subtenant similar to the Operating Covenant in Section 27.22 hereof. Tenant hereby represents and warrants to Landlord that it has no current plans to sublet or to otherwise vacate the Demised Premises. Tenant shall not sublet mortgage, pledge or otherwise encumber or grant any security interest in this Lease or in the Leased Demised Premises. Notwithstanding the foregoing, without the prior written consent of Landlord, Tenant may assign its interests in this Lease and the Demised Premises to a successor entity in a bona fide merger or any portion thereof other business combination transaction or assign to the purchaser of all or substantially all of the assets of Tenant (or Tenant's parent) provided that such surviving or purchasing entity assumes, in writing and in form acceptable to Landlord, all of Tenant's obligations hereunder; provided, however, that no assignment or sublease by Tenant of its interest in this LeaseLease or in the Demised Premises, whether voluntarily with or by operation of Law, or permit the occupancy by other than Tenant, its employees and contractors, without Landlord’s prior written consent which may be withheld in Landlord’s sole discretion. Any subletting or assignment without Landlord’s prior written consent, at Landlord’s election, shall constitute a default by Tenant under the terms of this Lease and such subletting or assignment shall be null and void and without effect. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. No subletting or assignment, even with the consent of Landlord, and whether or not Landlord has accepted the assignee or subtenant, shall release Tenant from the further performance by Tenant of any of Tenant's obligations under this Lease nor relieve Tenant of its personal and primary obligation to pay rent and to perform all of the other obligations to be performed by Tenant hereunder. Consent by Landlord to one or more assignments of Tenant’s interest from obtaining Landlord's consent in accordance with this Lease or to one or more sublettings of the Leased Premises shall not be deemed to be a consent to Section 18.1 for any subsequent further assignment or subletting. No Tenant and any assignee permitted hereunder shall be jointly and severally liable for all the covenants and obligations of "Tenant" hereunder. In the event an assignee or subtenant shall have is required to pay, directly or indirectly, any right to assign its sublease amounts or to further sublet any portion of the sublet premises or to permit any portion of the sublet premises to be used or occupied by any other party. Upon an event of default while a sublease is in effect, Landlord may collect directly from the sublessee all sums becoming due to Tenant consideration under the sublease and apply this amount against any sums due Landlord by Tenant, and Tenant authorizes and directs any sublessee to make payments directly to Landlord upon notice from Landlord. No direct collection by Landlord from any sublessee shall constitute a novation or release of Tenant or any guarantor, a consent to the sublease or a waiver of the covenant prohibiting subleases. Landlord acknowledges and agrees that if Konica Minolta Systems Laboratory, Inc. has not vacated its premises on or before the Closing under the Purchase Agreement, then such tenancy shall be a permitted sublease from and after the Effective Date assignment of this Lease subject to the terms and conditions of Section 9.7.1 or sublease of the Purchase AgreementDemised Premises or portion thereof which are in excess of the amount of Tenant's obligation to pay Base Rent and Additional Rent for the applicable period to which the assignment or sublease applies, Tenant shall pay to Landlord all such excess amounts required from the assignee or subtenant.
Appears in 1 contract
By Tenant. Tenant shall not sublet Without the Leased Premises or any portion thereof or assign its interest in this Lease, whether voluntarily or by operation of Law, or permit the occupancy by other than Tenant, its employees and contractors, without Landlord’s prior written consent which may be withheld in Landlord’s sole discretion. Any subletting or assignment without Landlord’s prior written consent, at Landlord’s election, shall constitute a default by Tenant under the terms of this Lease and such subletting or assignment shall be null and void and without effect. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. No subletting or assignment, even with the consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay rent and to perform all of the other obligations such consent not to be performed by unreasonably withheld or delayed, Tenant hereunder. Consent by Landlord to one shall not assign or more assignments of Tenant’s interest in sublease this Lease or to one or more sublettings of the Leased Premises any interest therein, and, except as set forth in Section 9(i) hereof, shall not be deemed to be a consent encumber, hypothecate or otherwise give as security, this Lease or any interest therein. Notwithstanding the foregoing, Tenant may assign its rights and obligations under this Lease to any subsequent assignment or subletting. No subtenant shall have any right party acquiring the license for the Station pursuant to assign its sublease or prior FCC approval, provided that such acquiring party agrees in writing to further sublet any portion assume, be bound by and comply with all of the sublet premises or to permit any portion of the sublet premises to be used or occupied by any other party. Upon an event of default while a sublease is in effect, Landlord may collect directly from the sublessee all sums becoming due to Tenant under the sublease and apply this amount against any sums due Landlord by Tenant, and Tenant authorizes and directs any sublessee to make payments directly to Landlord upon notice from Landlord. No direct collection by Landlord from any sublessee shall constitute a novation or release of Tenant or any guarantor, a consent to the sublease or a waiver of the covenant prohibiting subleases. Landlord acknowledges and agrees that if Konica Minolta Systems Laboratory, Inc. has not vacated its premises on or before the Closing under the Purchase Agreement, then such tenancy shall be a permitted sublease from and after the Effective Date of this Lease subject to the terms and conditions of Section 9.7.1 this Lease. No assignment shall be effective as against Landlord for any purpose, unless all sums due from Tenant, together with any costs to Landlord to cover reasonable legal and other expenses of Landlord in connection with such assignment, shall have been paid to Landlord. In all such assignments, Tenant shall remain primarily liable to Landlord for fulfillment of the Purchase Agreementterms, covenants and conditions hereof, except that such Tenant shall be released and discharged of all liability accruing hereunder after the effective date of such release if (i) assignee as Tenant fully and punctually performs each and all of its obligations hereunder during the first 12 calendar months next following the effective date of such assignment; and (ii) the financial ability and credit standing of the assignee (together with the financial ability and credit standing of any guarantors of such assignee's obligations hereunder), in the reasonable judgment and discretion of Landlord, is satisfactory to Landlord. Landlord's consent to one assignment by Tenant or acceptance of performance from an assignee shall not be deemed a waiver of Landlord of the restrictions of this Article XV as to subsequent attempts to assign by Tenant or by Tenant's heirs, successors, assigns or subtenants. As used herein the terms Landlord and Tenant shall be deemed to include their respective heirs, successors and permitted assigns.
Appears in 1 contract
Samples: Tower Lease Agreement (Acme Intermediate Holdings LLC)
By Tenant. Tenant shall not sublet the Leased Premises (or any portion thereof thereof) or assign or encumber its interest in this Lease, whether voluntarily or by operation of Law, or permit the occupancy by other than Tenant, its employees and contractors, without Landlord’s 's prior written consent which may be withheld first obtained in Landlord’s sole discretionaccordance with the provisions of this Article 7. Any subletting attempted subletting, assignment or assignment encumbrance without Landlord’s 's prior written consent, at Landlord’s 's election, shall constitute a default by Tenant under the terms of this Lease and such subletting or assignment shall be null and void and without effectLease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraphArticle, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment or encumbrance of Tenant’s 's interest in this Lease. No Notwithstanding the foregoing, however, Landlord hereby gives its consent to sublet the premises commonly known and referred to as Renco 47 consisting of approximately 51,767 square feet of space for only the initial period of 36 months from the Commencement Date, without Landlord's participation in Assignment Consideration and Excess Rentals and without being subject to any recapture or termination rights under Section 7.3. Such subletting or assignment, even shall be to a reasonable subtenant and Landlord shall have the same rights as described in this Article 7 saving and excepting therefrom only the provision that Tenant share with the consent of Landlord, shall relieve Assignment Consideration and Excess Rentals. Notwithstanding anything to the contrary herein, Tenant of its personal and primary obligation to pay rent and to perform all of the other obligations to be performed by Tenant hereunder. Consent by Landlord to one or more assignments of Tenant’s interest in this Lease or to one or more sublettings of may, without Landlord's prior written consent, sublet the Leased Premises or assign the Lease to (a) a subsidiary, affiliate, division or corporation controlling, controlled by or under common control with Tenant, (b) a successor corporation related to Tenant by merger, consolidation, non-bankruptcy reorganization, or government action, or (c) a purchaser of substantially all of Tenant's assets located in the Premises. A sale or transfer of Tenant's capital stock shall not be deemed to be a consent to an assignment, subletting or any subsequent assignment or subletting. No subtenant shall have any right to assign its sublease or to further sublet any portion other transfer of the sublet premises Lease or to permit any portion of the sublet premises to be used or occupied by any other party. Upon an event of default while a sublease is in effect, Landlord may collect directly from the sublessee all sums becoming due to Tenant under the sublease and apply this amount against any sums due Landlord by Tenant, and Tenant authorizes and directs any sublessee to make payments directly to Landlord upon notice from Landlord. No direct collection by Landlord from any sublessee shall constitute a novation or release of Tenant or any guarantor, a consent to the sublease or a waiver of the covenant prohibiting subleases. Landlord acknowledges and agrees that if Konica Minolta Systems Laboratory, Inc. has not vacated its premises on or before the Closing under the Purchase Agreement, then such tenancy shall be a permitted sublease from and after the Effective Date of this Lease subject to the terms and conditions of Section 9.7.1 of the Purchase AgreementLeased Premises.
Appears in 1 contract
Samples: Va Linux Systems Inc
By Tenant. Tenant shall not sublet the Leased Premises or any portion thereof or assign its interest in this Lease, whether voluntarily or by operation of Law, or permit the occupancy by other than Tenant, its employees and contractorsmay, without Landlord’s prior written consent consent, assign this Lease or sublet the Leased Premises in whole or in part, or license the use of any portion thereof, all of which may be withheld in Landlord’s sole discretion. Any subletting or assignment without shall require the Landlord’s prior written consent, at Landlord’s election, shall constitute a default by Tenant under the terms of this Lease and such subletting or assignment shall be null and void and without effect. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, consent (which consent shall not be deemed unreasonably withheld). Upon Tenant’s request for Landlord’s consent, Tenant shall deliver to be Landlord a waiver by Landlord copy of any provision of this Article such sublease or this Lease or to be a consent to any subletting by Tenant or assignment. Notwithstanding any assignment or subletting, Tenant shall remain fully and primarily liable hereunder and shall not be released from performing any of Tenant’s interest in the terms and covenants of this Lease. No subletting If Tenant shall assign or assignment, even with the consent of Landlord, shall relieve Tenant of transfer its personal and primary obligation to pay rent and to perform all of the other obligations to be performed by Tenant hereunder. Consent by Landlord to one or more assignments of Tenant’s interest in this Lease or to one sublet all or more sublettings a portion of the Leased Premises for rent, charges and/or other consideration (which shall not include the assumption by the proposed assignee or subtenant of the obligation of Tenant to pay rent hereunder) which in the aggregate are in excess of the Rent due and payable by Tenant under the provisions of this Lease, said excess shall be deemed paid to Landlord promptly upon receipt thereof by Tenant. In the case of any subletting of less than the entire Leased Premises, rent payable hereunder shall be apportioned, on a consent to any subsequent assignment or subletting. No subtenant shall have any right to assign its sublease or to further sublet any rentable square footage basis, between the portion of the Premises so sublet premises or to permit any and the remaining portion of the sublet premises Leased Premises, and if the rent, charges and other consideration paid in connection with such subletting shall be in excess of the amount of rent so apportioned to the portion of the Leased Premises so sublet, said excess shall be used or occupied by any other party. Upon an event of default while a sublease is in effect, paid to Landlord may collect directly from the sublessee all sums becoming due to Tenant under the sublease and apply this amount against any sums due Landlord promptly upon receipt thereof by Tenant, and Tenant authorizes and directs any sublessee to make payments directly to Landlord upon notice from Landlord. No direct collection by Landlord from any sublessee shall constitute a novation or release of Tenant or any guarantor, a consent to the sublease or a waiver of the covenant prohibiting subleases. Landlord acknowledges and agrees that if Konica Minolta Systems Laboratory, Inc. has not vacated its premises on or before the Closing under the Purchase Agreement, then such tenancy shall be a permitted sublease from and after the Effective Date of this Lease subject to the terms and conditions of Section 9.7.1 of the Purchase Agreement.
Appears in 1 contract
Samples: Agreement of Sale (Lenox Group Inc)
By Tenant. (a) Without the prior written consent of Landlord, which shall not be unreasonably withheld, Tenant shall not (1) assign or in any manner transfer this Lease or any estate or interest therein (a transfer will not be deemed to have occurred if the transfer is to another entity whose ownership is at least fifty one percent (51%) identical to the Tenant's current ownership); (2) permit any assignment of this Lease or any estate or interest therein by operation of law; (3) sublet the Leased Premises or any part thereof; (4) grant any license, concession or other right of occupancy of any portion thereof of the Premises; or assign its interest in this Lease, whether voluntarily or by operation of Law, or (5) permit the occupancy use of the Premises by any parties other than Tenant, its employees agents and contractorsemployees, and any such acts without Landlord’s 's prior written consent which may be withheld in Landlord’s sole discretion. Any subletting or assignment without Landlord’s prior written consent, at Landlord’s election, shall constitute a default by Tenant under the terms of this Lease and such subletting or assignment shall be null and void and without of no effect. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. No subletting or assignment, even with the consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay rent and to perform all of the other obligations to be performed by Tenant hereunder. Consent by Landlord to one or more assignments of Tenant’s interest in this Lease or to one or more sublettings of the Leased Premises shall not be deemed to be operate as a consent to to, or a waiver of Landlord's rights with respect to, any subsequent assignments and sublettings. Notwithstanding any assignment or subletting. No subtenant , Tenant and any guarantor of Tenant's obligations under this Lease shall have any right to assign its sublease or to further sublet any portion at all times remain fully responsible and liable for the payment of the sublet premises or to permit any portion Monthly Payments and for compliance with all of the sublet premises to be used or occupied by any Tenant's other partyobligations under this Lease. Upon If an event of default should occur while a sublease the Premises or any part thereof is then assigned or sublet, Landlord, in effectaddition to any other remedies herein provided or provided by law, Landlord may at its option collect directly from the such assignee or sublessee all sums payments becoming due to Tenant under the such assignment or sublease and apply this amount such payments against any sums due to Landlord by TenantTenant hereunder, and Tenant hereby authorizes and directs any such assignee or sublessee to make such payments directly to Landlord upon receipt of notice from Landlord. No direct collection by Landlord from any such assignee or sublessee (regardless of whether or not such assignee or sublessee shall be deemed to be void and of no effect as stated in the first sentence of this subsection (a)) shall be construed to constitute a novation or release of Tenant or any guarantorguarantor of Tenant from the further performance of its obligation hereunder. Receipt by Landlord of payments from any assignee, a consent to sublessee or occupant of the sublease or Premises shall not be deemed a waiver of the covenant prohibiting subleases. Landlord acknowledges and agrees that if Konica Minolta Systems Laboratory, Inc. has not vacated its premises on or before the Closing under the Purchase Agreement, then such tenancy shall be a permitted sublease from and after the Effective Date of covenants in this Lease subject against assignment and subletting, or a release of Tenant under thisLease. Notwithstanding the foregoing, Tenant shall have no right whatsoever to the terms and conditions of Section 9.7.1 sublease all or a portion of the Purchase Agreementsubleased premises unless Tenant charges a market sublease rent for same.
Appears in 1 contract
Samples: Center Lease (Southern Concepts Restaurant Group, Inc.)
By Tenant. Tenant shall not sublet the Leased Premises or any portion thereof or assign its interest in this Lease, whether voluntarily or by operation of Law, or permit the occupancy by other than Tenant, its employees and contractorsmay, without Landlord’s prior written consent consent, assign this Lease or sublet the Leased Premises in whole or in part, or license the use of any portion thereof, all of which may be withheld in Landlord’s sole discretion. Any subletting or assignment without shall require the Landlord’s prior written consent, at Landlord’s election, shall constitute a default by Tenant under the terms of this Lease and such subletting or assignment shall be null and void and without effect. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, consent (which consent shall not be deemed unreasonably withheld). Upon Tenant’s request for Landlord’s consent, Tenant shall deliver to be Landlord a waiver by Landlord copy of any provision of this Article such sublease or this Lease or to be a consent to any subletting by Tenant or assignment. Notwithstanding any assignment or subletting, Tenant shall remain fully and primarily liable hereunder and shall not be released from performing any of Tenant’s interest in the terms and covenants of this Lease. No subletting If Tenant shall assign or assignment, even with the consent of Landlord, shall relieve Tenant of transfer its personal and primary obligation to pay rent and to perform all of the other obligations to be performed by Tenant hereunder. Consent by Landlord to one or more assignments of Tenant’s interest in this Lease or to one sublet all or more sublettings a portion of the Leased Premises for rent, charges and/or other consideration (which shall not include the assumption by the proposed assignee or subtenant of the obligation of Tenant to pay rent hereunder) which in the aggregate are in excess of the Rent due and payable by Tenant under the provisions of this Lease, said excess shall be deemed paid to Landlord promptly upon receipt thereof by Tenant. In the case of any subletting of less than the entire Leased Premises, rent payable hereunder shall be apportioned, on a consent to any subsequent assignment or subletting. No subtenant shall have any right to assign its sublease or to further sublet any rentable square footage basis, between the portion of the Premises so sublet premises or to permit any and the remaining portion of the Leased Premises, and if the rent, charges and other consideration paid in connection with such subletting shall be in excess of the amount of rent so apportioned to the portion of the Leased Premises so sublet, said excess shall be paid to Landlord promptly upon receipt thereof by Tenant. Further, if Tenant assigns this Lease or sublets a portion of the Leased Premises to a person or entity who does not use the Leased Premises or the sublet premises portion thereof primarily as either a retail store facility or as a general office use, then the reserved parking spaces as set forth in Section 4(c) hereof shall be reduced (in the amount of 5 spaces for every 1,000 square feet of space which is not being used for retail or general office space) and such reduced spaces shall thereafter become non-exclusive general parking spaces to be used or occupied by any other party. Upon an event of default while utilized on a sublease is first come, first serve basis in effect, Landlord may collect directly from conjunction with the sublessee all sums becoming due to Tenant under the sublease and apply this amount against any sums due Landlord by Tenant, and Tenant authorizes and directs any sublessee to make payments directly to Landlord upon notice from Landlord. No direct collection by Landlord from any sublessee shall constitute a novation or release of Tenant or any guarantor, a consent to the sublease or a waiver general parking lot of the covenant prohibiting subleases. Landlord acknowledges and agrees that if Konica Minolta Systems Laboratory, Inc. has not vacated its premises on or before the Closing under the Purchase Agreement, then such tenancy shall be a permitted sublease from and after the Effective Date of this Lease subject to the terms and conditions of Section 9.7.1 of the Purchase AgreementProperty.
Appears in 1 contract
Samples: Agreement of Sale (Lenox Group Inc)
By Tenant. Except in connection with a Permitted Transfer, Tenant shall not sublet the Leased Premises or any portion thereof or assign its interest in this Lease, whether voluntarily or by operation of Law, or permit the occupancy by other than Tenant, its employees and contractors, without Landlord’s prior written consent which may shall not be withheld in Landlord’s sole discretionunreasonably withheld. Any attempted subletting or assignment without Landlord’s prior written consentconsent (except a Permitted Transfer), at Landlord’s election, shall constitute a default by Tenant under the terms of this Lease and such subletting or assignment shall be null and void and without effectLease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. No subletting or assignment, even with Without limiting the consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay rent and to perform all of the other obligations to circumstances in which it may be performed by Tenant hereunder. Consent by reasonable for Landlord to one withhold its consent to an assignment or more assignments of Tenant’s interest subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in this Lease the following instances: (a) the proposed assignee or to one or more sublettings sublessee is a governmental agency; (b) the use of the Leased Premises shall by the proposed assignee or sublessee would involve occupancy by other than a Permitted Use as set forth in Article 1, would entail any alterations which would lessen the value of the leasehold improvements in the Leased Premises, or would require increased services by Landlord; (c) the financial worth of the proposed assignee does not be deemed meet the credit standards applied by Landlord at the time of the proposed assignment; (d) the proposed assignee or sublessee in the ten years prior to be a consent to any subsequent the assignment or subletting. No subtenant shall have any right to assign its sublease has filed for bankruptcy protection, has been the subject of an involuntary bankruptcy, or to further sublet any portion has been adjudged insolvent; 12 (e) Landlord has experienced a previous default by or is in litigation with the proposed assignee or sublessee; (f) the use of the sublet premises Leased Premises by the proposed assignee or sublessee will violate any applicable law, ordinance or regulation; (g) the proposed assignment or sublease fails to permit any portion include all of the sublet premises to be used or occupied by any other party. Upon an event of default while a sublease is in effect, Landlord may collect directly from the sublessee all sums becoming due to Tenant under the sublease and apply this amount against any sums due Landlord by Tenant, and Tenant authorizes and directs any sublessee to make payments directly to Landlord upon notice from Landlord. No direct collection by Landlord from any sublessee shall constitute a novation or release of Tenant or any guarantor, a consent to the sublease or a waiver of the covenant prohibiting subleases. Landlord acknowledges and agrees that if Konica Minolta Systems Laboratory, Inc. has not vacated its premises on or before the Closing under the Purchase Agreement, then such tenancy shall be a permitted sublease from and after the Effective Date of this Lease subject to the terms and conditions provisions required to be included therein pursuant to this Article 7; (h) in the case of Section 9.7.1 a subletting of less than the entire Leased Premises, if the subletting would result in the division of any floor of the Purchase Agreement.Building into more than two subleased parcels or would require improvements to be made outside of the Leased Premises; (i) the proposed transferee is an existing tenant in the Building and the Landlord at that time has comparable available space for lease in the Building. 7.2
Appears in 1 contract
Samples: Scientific Learning Corp
By Tenant. Tenant shall not sublet Without the Leased Premises or any portion thereof or assign its interest in this Lease, whether voluntarily or by operation of Law, or permit the occupancy by other than Tenant, its employees and contractors, without Landlord’s prior written consent which may be withheld in Landlord’s sole discretion. Any subletting or assignment without Landlord’s prior written consent, at Landlord’s election, shall constitute a default by Tenant under the terms of this Lease and such subletting or assignment shall be null and void and without effect. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. No subletting or assignment, even with the consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay rent and to perform all of the other obligations such consent not to be performed by unreasonably withheld or delayed, Tenant hereunder. Consent by Landlord to one shall not assign or more assignments of Tenant’s interest in sublease this Lease or to one or more sublettings of the Leased Premises any interest therein, and shall not be deemed to be a consent encumber, hypothecate or otherwise give as security, this Lease or any interest therein. Notwithstanding the foregoing, Tenant may assign its rights and obligations under this Lease to any subsequent assignment or subletting. No subtenant shall have any right party acquiring the license for the Station pursuant to assign its sublease or prior FCC approval, provided that such acquiring party agrees in writing to further sublet any portion assume, be bound by and comply with all of the sublet premises or to permit any portion of the sublet premises to be used or occupied by any other party. Upon an event of default while a sublease is in effect, Landlord may collect directly from the sublessee all sums becoming due to Tenant under the sublease and apply this amount against any sums due Landlord by Tenant, and Tenant authorizes and directs any sublessee to make payments directly to Landlord upon notice from Landlord. No direct collection by Landlord from any sublessee shall constitute a novation or release of Tenant or any guarantor, a consent to the sublease or a waiver of the covenant prohibiting subleases. Landlord acknowledges and agrees that if Konica Minolta Systems Laboratory, Inc. has not vacated its premises on or before the Closing under the Purchase Agreement, then such tenancy shall be a permitted sublease from and after the Effective Date of this Lease subject to the terms and conditions of Section 9.7.1 this Lease. No assignment shall be effective as against Landlord for any purpose, unless all sums due from Tenant, together with any costs to Landlord to cover reasonable legal and other expenses of Landlord in connection with such assignment, shall have been paid to Landlord. In all such assignments, Tenant shall remain primarily liable to Landlord for fulfillment of the Purchase Agreementterms, covenants and conditions hereof, except that such Tenant shall be released and discharged of all liability accruing hereunder after the effective date of such release if (i) assignee as Tenant fully and punctually performs each and all of its obligations hereunder during the first 12 calendar months next following the effective date of such assignment; and (ii) the financial ability and credit standing of the assignee (together with the financial ability and credit standing of any guarantors of such assignee's obligations hereunder), in the reasonable judgment and discretion of Landlord, is satisfactory to Landlord. Landlord's consent to one assignment by Tenant or acceptance of performance from an assignee shall not be deemed a waiver of Landlord of the restrictions of this Article XV as to subsequent attempts to assign by Tenant or by Tenant's heirs, successors, assigns or subtenants. As used herein the terms Landlord and Tenant shall be deemed to include their respective heirs, successors and permitted assigns.
Appears in 1 contract
Samples: Tower Lease Agreement (Acme Intermediate Holdings LLC)
By Tenant. Tenant shall not sublet the Leased Premises (or any portion thereof thereof) or assign or encumber its interest in this Lease, whether voluntarily or by operation of Law, or permit the occupancy by other than Tenant, its employees and contractors, without Landlord’s prior written consent which may be withheld first obtained in Landlord’s sole discretionaccordance with the provisions of this Article 7. Any subletting attempted subletting, assignment or assignment encumbrance without Landlord’s prior written consent, at Landlord’s election, shall constitute a default by Tenant under the terms of this Lease and such subletting or assignment shall be null and void and without effectLease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraphArticle, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment or encumbrance of Tenant’s interest in this Lease. No Notwithstanding the forgoing, however, Landlord hereby gives its consent to sublet the premises commonly known and referred to as Renco 47 consisting of approximately 51,767 square feet of space for only the initial period of 36 months from the Commencement Date, without Landlord’s participation in Assignment Consideration and Excess Rentals and without being subject to any recapture or termination rights under Section 7.3. Such subletting or assignment, even shall be to a reasonable subtenant and Landlord shall have the same rights as described in this Article 7 saving and excepting therefrom only the provision that Tenant share with the consent of Landlord, shall relieve Assignment Consideration and Excess Rentals. Notwithstanding anything to the contrary herein, Tenant may, without Landlord’s prior written consent, sublet the Leased Premises or assign the Lease to (a) a subsidiary, affiliate, division or corporation controlling, controlled by or under common control with Tenant, (b) a successor corporation related to Tenant by merger, consolidation, non-bankruptcy reorganization, or government action, or (c) a purchaser of its personal and primary obligation to pay rent and to perform substantially all of the other obligations to be performed by Tenant hereunder. Consent by Landlord to one or more assignments of Tenant’s interest assets located in this Lease the Premises. A sale or to one or more sublettings transfer of the Leased Premises Tenant’s capital stock shall not be deemed to be a consent to an assignment, subletting or any subsequent assignment or subletting. No subtenant shall have any right to assign its sublease or to further sublet any portion other transfer of the sublet premises Lease or to permit any portion of the sublet premises to be used or occupied by any other party. Upon an event of default while a sublease is in effect, Landlord may collect directly from the sublessee all sums becoming due to Tenant under the sublease and apply this amount against any sums due Landlord by Tenant, and Tenant authorizes and directs any sublessee to make payments directly to Landlord upon notice from Landlord. No direct collection by Landlord from any sublessee shall constitute a novation or release of Tenant or any guarantor, a consent to the sublease or a waiver of the covenant prohibiting subleases. Landlord acknowledges and agrees that if Konica Minolta Systems Laboratory, Inc. has not vacated its premises on or before the Closing under the Purchase Agreement, then such tenancy shall be a permitted sublease from and after the Effective Date of this Lease subject to the terms and conditions of Section 9.7.1 of the Purchase AgreementLeased Premises.
Appears in 1 contract
Samples: Sublease (@Road, Inc)
By Tenant. The following provisions shall apply to any assignment, subletting or other transfer by Tenant or any subtenant or assignee or other successor in interest of the original Tenant (collectively referred to in this paragraph as “Tenant”): A. Except as otherwise provided in this Article 14, Tenant shall not do any of the following (collectively referred to herein as “Transfer”), whether voluntarily, involuntarily, or by operation of law, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed: (i) assign or otherwise transfer its interest in this Lease or in the Leased Premises; (ii) sublet all or any part of the Leased Premises or any portion thereof or assign its interest in this Leaseallow it to be sublet, whether voluntarily or by operation of Lawoccupied, or permit the occupancy used by other than Tenant, its employees and contractors, without Landlord’s prior written consent which may be withheld in Landlord’s sole discretion. Any subletting or assignment without Landlord’s prior written consent, at Landlord’s election, shall constitute a default by Tenant under the terms of this Lease and such subletting or assignment shall be null and void and without effect. The acceptance of rent by Landlord from any person or entity other than Tenant, ; (iii) transfer any right appurtenant to this Lease or the acceptance of rent Leased Premises; (iv) mortgage or encumber the Lease (or otherwise use the Lease as a security device) in any manner; or (v) materially amend or modify a sublease or other transfer that has been previously approved by Landlord from in a manner that increases the space that is the subject of the sublease or that extends the sublease term or other transfer or that changes the identity of the subtenant or transferee. Tenant shall reimburse Landlord for all reasonable costs and attorney’s fees actually incurred by Landlord in connection with knowledge the processing and/or documentation of any requested Transfer, whether or not Landlord’s consent is granted; provided, however, that such cost and attorneys’ fees shall not exceed $5,000. Any Transfer so approved by Landlord shall not be effective until Tenant has delivered to Landlord an executed counterpart of the document evidencing the Transfer which (i) is in form reasonably approved by Landlord, (ii) is consistent with the terms and conditions as stated in Tenant’s notice given to Landlord pursuant to subparagraph B, below, and (iii) in the event of an assignment, contains the agreement of the proposed Transferee to assume all obligations of Tenant related to the Transfer arising after the effective date of such Transfer and to remain jointly and severally liable therefor with Tenant. Any attempted Transfer without Landlord’s consent shall constitute a violation breach of this Lease by Tenant and shall be voidable at Landlord’s option. Xxxxxxxx’s consent to any one Transfer shall not constitute a waiver of the provisions of this paragraph, shall not be deemed paragraph as to be a waiver by Landlord of any provision of this Article or this Lease or to be subsequent transfer nor a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Leasesubsequent Transfer. No subletting or assignmentTransfer, even with the consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay the rent and to perform all of the other obligations to be performed by Tenant hereunder. Consent The acceptance of rent by Landlord to one or more assignments of Tenant’s interest in this Lease or to one or more sublettings of the Leased Premises from any person shall not be deemed to be a waiver by Landlord of any provision of this Lease nor to be a consent to any subsequent assignment or sublettingTransfer. No subtenant B. Tenant shall have give Landlord prior written notice of any right to assign its sublease or to further sublet any portion desired Transfer that requires Landlord’s approval and of the sublet premises or proposed terms of such Transfer including but not limited to permit any portion (i) the name and legal composition of the sublet premises proposed Transferee; (ii) in the case of an assignment of the Lease, an audited financial statement, if available, or an unaudited financial statement if an audited statement is not available, of the Transferee (provided that such obligation shall not apply to a Transferee whose stock is traded on a public stock exchange); and (iii) the nature of the proposed Transferee’s business to be used carried on in the Leased Premises. Tenant’s notice shall not be deemed to have been served or occupied given until such time as Tenant has provided Landlord with all information required by this subparagraph. C. In the event that Tenant seeks to make any other party. Upon an event of default while a sublease is in effectTransfer that requires Landlord’s approval, Landlord may collect directly from shall notify Tenant of Landlord’s approval or disapproval of the sublessee all sums becoming due Transfer by giving Tenant written notice within eight (8) Business Days after Xxxxxx’s notice of intent to Transfer has been given to Landlord. In the event that Xxxxxxxx fails to notify Tenant under the sublease and apply this amount against any sums due Landlord by Tenantin writing of such approval or disapproval within such period, and Tenant authorizes and directs any sublessee in the event Landlord’s failure to make payments directly to Landlord upon respond continues for a period of two (2) Business Days following Landlord’s receipt of a second written notice from Tenant which notifies Landlord of Landlord. No direct collection by ’s failure to respond and reminds Landlord from any sublessee shall constitute a novation or release of Tenant or any guarantor, a consent to the sublease or a waiver of the covenant prohibiting subleases. Landlord acknowledges and agrees that if Konica Minolta Systems Laboratory, Inc. has not vacated its premises on or before the Closing under the Purchase Agreement, then such tenancy shall be a permitted sublease from and after the Effective Date deemed approval provisions of this Lease subject to the terms and conditions of Section 9.7.1 of the Purchase Agreement.this
Appears in 1 contract
Samples: Lease Agreement (Sumo Logic, Inc.)
By Tenant. Tenant shall not sublet the Leased Premises or any portion thereof or assign its interest in this Lease, whether voluntarily or allow it to be assigned, in whole or in part, by operation of Lawlaw or otherwise (including without limitation the sale or transfer of a majority interest in ownership of Tenant), or permit mortgage or pledge the occupancy by other than Tenantsame, its employees and contractorsor sublet the Premises, or any part thereof, without Landlord’s the express prior written consent which may be withheld in Landlord’s sole discretion. Any subletting or assignment without Landlord’s prior written consent, at Landlord’s election, shall constitute a default by Tenant under the terms of this Lease and such subletting or assignment shall be null and void and without effect. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant’s interest in this Lease. No subletting or assignment, even with the consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay rent and to perform all of the other obligations to be performed by Tenant hereunder. Consent by Landlord to one or more assignments of Tenant’s interest in this Lease or to one or more sublettings of the Leased Premises which shall not be deemed unreasonably withheld, and any attempt to do so shall be void and of no effect. If Tenant desires to assign or sublet all or any part of the Premises, it shall inform Landlord in writing at least thirty (30) days in advance of the date on which Tenant desires to make such assignment or sublease that it intends to seek a sublessee or an assignee. Tenant shall give Landlord a notice ("TENANT'S NOTICE") stating the name, address and business of the proposed assignee or sublessee, detailed financial references for the proposed assignee or sublessee (including its most recent audited balance sheet and income statement), the number of rentable square feet proposed to be a consent to any subsequent sublet, the proposed effective date of the assignment or sublettingsublease, the fixed rent and/or other consideration, written consent from such proposed assignee or sublessee to a credit check and any other information Landlord may reasonably require. No subtenant Tenant shall reimburse Landlord for Landlord's reasonable out-of-pocket expenses incurred in connection with Tenant's request for such consent. When Tenant has obtained an assignee or sublessee, Tenant shall provide Landlord with a copy of the proposed assignment or sublease. Within fifteen (15) days after Landlord's receipt of Tenant's proposed assignment or sublease together with all information required to be included in the Tenant's Notice, Landlord shall have any right the option to: Cancel the Lease with respect to assign its sublease or to further sublet any the portion of the sublet premises or to permit any portion of the sublet premises Premises proposed to be used assigned or occupied by any other party. Upon an event of default while a sublease is in effect, Landlord may collect directly from the sublessee all sums becoming due to Tenant under the sublease and apply this amount against any sums due Landlord by Tenant, and Tenant authorizes and directs any sublessee to make payments directly to Landlord upon notice from Landlord. No direct collection by Landlord from any sublessee shall constitute a novation or release of Tenant or any guarantor, a consent to the sublease or a waiver of the covenant prohibiting subleases. Landlord acknowledges and agrees that if Konica Minolta Systems Laboratory, Inc. has not vacated its premises on or before the Closing under the Purchase Agreement, then such tenancy shall be a permitted sublease from and after the Effective Date of this Lease subject to the terms and conditions of Section 9.7.1 of the Purchase Agreement.sublet; or
Appears in 1 contract
By Tenant. Tenant shall will not sublet the Leased Premises mortgage, pledge, hypothecate or any portion thereof or assign otherwise encumber its interest in this Lease. Tenant will not allow the Leased Premises to be occupied, whether voluntarily in whole or in part, by operation of Lawany other entity, and will neither sublet the Leased Premises, in whole or permit the occupancy by other than Tenantin part, its employees and contractorsnor assign this Lease, without Landlord’s prior written consent which may be withheld in Landlord’s sole discretionwhole or in part. Any subletting sublease or assignment without Landlord’s prior written consentshall, at Landlord’s electionoption, shall constitute a default by Tenant under the terms of this Lease and such subletting or assignment shall be null and null, void and without of no effect, and shall, at Landlord’s option, constitute an event of default. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraphsection shall apply to a transfer, shall not be deemed to be by one or more transfers, of all, or substantially all, of the business or assets of Tenant, of a waiver by Landlord majority of the stock or partnership interests, or other evidences of ownership, of Tenant, and of any provision shares, voting rights or ownership interests of Tenant which results in a change in the identity of the entity or entities which exercise, or may exercise, effective control of Tenant as if such transfers were an assignment of this Lease. Notwithstanding the foregoing provisions of this Article or this Lease or 7, Landlord and Tenant acknowledge that Tenant currently subleases a portion of the Leased Premises to S&T AG (the “Existing Subtenant”), which sublease (the “Existing Sublease”) will be a consent permitted to any subletting by Tenant or any assignment remain in effect through the Term of Tenant’s interest in this Lease. No subletting Upon the Lease Expiration Date, or assignmentany earlier termination of this Lease, even with Tenant will be responsible for ensuring that the consent of Landlord, shall relieve Tenant of its personal Existing Sublease is terminated and primary obligation to pay rent the Existing Subtenant vacates and to perform all surrenders possession of the other obligations portion of the Leased Premises which is subject to the Existing Sublease in the condition required by this Lease, and Tenant will be performed liable and responsible for any failure of the Existing Subtenant to do so. Any holdover by the Existing Subtenant will be deemed a holdover by Tenant hereunder. Consent by Landlord to one or more assignments of Tenant’s interest in this Lease or to one or more sublettings of the Leased Premises shall Tenant will not be deemed obligated to be a consent to any subsequent assignment or subletting. No subtenant shall have any right to assign its sublease or to further sublet any portion of the sublet premises or to permit any portion of the sublet premises to be used or occupied by any other party. Upon an event of default while a sublease is in effect, Landlord may collect directly from the sublessee all sums becoming due to Tenant under the sublease and apply this amount against any sums due Landlord by Tenant, and Tenant authorizes and directs any sublessee to make payments directly pay to Landlord upon notice from Landlord. No direct collection by Landlord from any sublessee shall constitute a novation bonus rent or release of Tenant or any guarantor, a consent to similar fees based on the sublease or a waiver of the covenant prohibiting subleases. Landlord acknowledges and agrees that if Konica Minolta Systems Laboratory, Inc. has not vacated its premises on or before the Closing under the Purchase Agreement, then such tenancy shall be a permitted sublease from and after the Effective Date of this Lease subject to the terms and conditions of Section 9.7.1 of the Purchase AgreementExisting Sublease.
Appears in 1 contract
Samples: Short Term Lease (Echelon Corp)
