Common use of Effect of Consent Clause in Contracts

Effect of Consent. If Landlord consents to a Transfer (a) the terms and conditions of this Lease, including the terms of Article 5 hereof, shall not be deemed to have been waived or modified, (b) such consent shall not be deemed a consent to any further Transfer by Tenant or any transferee, nor constitute consent to an assignment or other Transfer following a foreclosure of any permitted lien, mortgage or other encumbrance, (c) Tenant shall furnish, upon Landlord’s request, if readily available, a complete statement, certified by an authorized representative of Tenant, setting forth in detail the computation of any Transfer Premium resulting from such Transfer, and (d) in the case of a sublease, except as provided in Section 14.8, Landlord’s prior consent shall be required in the event of any subsequent sub-subletting and any expansion or assignment of the Sublease by the applicable subtenant. Except for a Permitted Transfer, no Transfer shall be made or be effective until Tenant shall deliver to Landlord fully executed copies of all documentation pertaining to the Transfer in form reasonably satisfactory to Landlord, whereby the transferee shall assume in writing, for the benefit of Landlord, all of the obligations of this Lease on the part of Tenant to be performed or observed, and agree to be subject to all of the covenants, agreements, terms, provisions and conditions in this Lease to the extent applicable to the interest being transferred. Except as provided in Section 14.8, no Transfer, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of this Lease (if any) (including any prior unreleased transferor of this Lease) from any liability under this Lease for the payment of Base Rent and Additional Rent due and to become due hereunder, for performance of all of the covenants, agreements, terms and provisions contained in this Lease to be performed by Tenant or for the acts and omissions of transferee, and Landlord’s consent to any Transfer shall not be effective unless all guarantors of this Lease (including any prior unreleased transferor of this Lease) also consent to such Transfer in writing. Tenant shall remain liable under this Lease as a principal and not as a surety; however, if Tenant is nonetheless deemed a surety by remaining liable hereunder, Tenant hereby waives all applicable suretyship defenses, including those contained in Sections 2787 to 2855, inclusive, of the California Civil Code.

Effect of Consent. If Landlord consents to a Transfer (a) the terms and conditions of this Lease, including the terms of Article 5 hereof, shall not be deemed to have been waived or modifiedTransfer, (bi) such consent shall not be deemed a consent to any further Transfer by Tenant or any transferee, nor constitute consent to an assignment or other Transfer following a foreclosure of any permitted lien, mortgage or other encumbranceTransfer, (cii) Tenant shall furnishdeliver to Landlord, promptly after execution, an executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord, and (iii) Tenant shall deliver to Landlord, upon Landlord’s request, if readily available, a complete statement, certified by an authorized representative of independent CPA or Tenant’s chief financial officer, setting forth in detail the computation of any Transfer Premium resulting from such Transfer, and (d) in Premium. In the case of a subleasean assignment, except as provided in Section 14.8, Landlord’s prior consent shall be required in the event of any subsequent sub-subletting and any expansion or assignment of the Sublease by the applicable subtenant. Except for a Permitted Transfer, no Transfer shall be made or be effective until Tenant shall deliver to Landlord fully executed copies of all documentation pertaining to the Transfer in form reasonably satisfactory to Landlord, whereby the transferee assignee shall assume in writing, for the benefit of Landlord’s benefit, all of the Tenant’s obligations of this Lease hereunder. Notwithstanding any contrary provision hereof, Tenant, with or without Landlord’s consent, shall not enter into, or permit any party claiming by, through or under Tenant to enter into, any sublease, license or other occupancy agreement that provides for payment based in whole or in part on the part of Tenant to be performed net income or observed, and agree to be subject to all profit of the covenantssubtenant, agreements, terms, provisions and conditions in this Lease to the extent applicable to the interest being transferredlicensee or other occupant thereunder. Except as provided in Section 14.8, no No Transfer, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of this Lease (if any) (including any prior unreleased transferor of this Lease) hereof from any liability hereunder. Notwithstanding the foregoing, if this Lease is assigned, in accordance with this Section 14, to a party other than an Affiliate (defined in Section 14.8) of Tenant, and if the assignee satisfies the Credit Requirement (defined below), then Tenant shall be released from any and all obligations arising under this Lease from and after the effective date of such assignment. For purposes of the preceding sentence, an assignee shall be deemed to satisfy the “Credit Requirement” if, as of the date immediately preceding the effective date of the assignment, the financial strength of the assignee is not less than that of Tenant, as demonstrated by Tenant (a) based on credit ratings of the assignee and Tenant by both Moody’s and Standard & Poor’s (or by either such agency alone, if applicable ratings by the other agency do not exist), or (b) if such credit ratings do not exist, then in accordance with Moody’s KMV RiskCalc (i.e., the on-line software tool offered by Moody’s for analyzing credit risk) based on CFO-certified financial statements for the payment of Base Rent assignee and Additional Rent due and to become due hereunder, for performance of all Tenant covering their last two (2) fiscal years ending before the effective date of the covenants, agreements, terms and provisions contained in this Lease to be performed by Tenant or for the acts and omissions of transferee, and Landlord’s consent to any Transfer shall not be effective unless all guarantors of this Lease (including any prior unreleased transferor of this Lease) also consent to such Transfer in writing. Tenant shall remain liable under this Lease as a principal and not as a surety; however, if Tenant is nonetheless deemed a surety by remaining liable hereunder, Tenant hereby waives all applicable suretyship defenses, including those contained in Sections 2787 to 2855, inclusive, of the California Civil Codeassignment.

Effect of Consent. If Landlord consents to a Transfer (a) the terms and conditions Each sublessee or assignee shall fully observe all covenants of this LeaseLease including, including without limitation, the terms provisions of Article 5 hereofSection 1.5, shall not be deemed to have been waived or modified, (b) such and no consent shall not be deemed a consent to any further Transfer by Tenant or any transferee, nor constitute consent Landlord to an assignment or other Transfer following sublease shall be deemed in any manner to be a foreclosure consent to a use not permitted under Section 1.5. Tenant shall provide to Landlord copies of any permitted lien, mortgage and all executed assignments and subleases entered into by Tenant in accordance with the provisions of this Lease within ten (10) days after the effective date thereunder. No assignment or other encumbrance, (c) subletting by Tenant shall furnish, upon Landlord’s request, if readily available, a complete statement, certified by an authorized representative of Tenant, setting forth in detail the computation relieve Tenant of any Transfer Premium resulting obligation under this Lease and Tenant shall remain fully liable hereunder. Any attempted assignment or sublease by Tenant in violation of the terms and covenants of this Section 8.1 shall be void. Any consent by Landlord to a particular assignment or sublease shall not constitute Landlord's consent to any other or subsequent assignment or sublease and any proposed sublease or assignment by a sublessee of Tenant shall be subject to the provisions of this Section 8.1 as if it were a proposed sublease or assignment by Tenant. The restriction against an assignment or sublease described in this Section 8.1 shall be deemed to include a restriction against Tenant's mortgaging its leasehold estate as well as against an assignment or sublease which may occur by operation of law. If, at the time a default occurs under this Lease, the Leased Premises or any part thereof have been sublet, Landlord, in addition to any other remedies herein provided or available at law or in equity, may, at its option, collect directly from such Transfersubtenant all rents due and becoming due to Tenant under such sublease and apply such rent against the Rent due to Landlord from Tenant hereunder, and (d) in the case of a sublease, except as provided in Section 14.8, Landlord’s prior consent no such collection shall be required in construed to constitute a novation or a release of Tenant from the event further performance of any subsequent sub-subletting and any expansion or assignment of the Sublease by the applicable subtenantits obligations hereunder. Except for a Permitted Transfer, no Transfer shall be made or be effective until Tenant shall deliver to Landlord fully executed copies of all documentation pertaining to the Transfer in form reasonably satisfactory pay to Landlord, whereby the transferee shall assume within ten (10) days after request therefor, Landlord's verifiable out-of-pocket costs, including legal fees, incurred in writing, review and consideration of any request for the benefit of Landlord, all of the obligations of this Lease on the part of Tenant to be performed or observed, and agree to be subject to all of the covenants, agreements, terms, provisions and conditions in this Lease to the extent applicable to the interest being transferred. Except as provided in Section 14.8, no Transfer, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of this Lease (if any) (including any prior unreleased transferor of this Lease) from any liability under this Lease for the payment of Base Rent and Additional Rent due and to become due hereunder, for performance of all of the covenants, agreements, terms and provisions contained in this Lease to be performed by Tenant or for the acts and omissions of transferee, and Landlord’s consent to assignment and any Transfer shall not be effective unless all guarantors of this Lease (including any prior unreleased transferor of this Lease) also consent to such Transfer consents or agreements executed in writingconnection therewith. Tenant shall remain liable under this Lease as a principal and not as a surety; however, if Tenant is nonetheless deemed a surety by remaining liable hereunder, Tenant hereby waives all applicable suretyship defenses, including those contained in Sections 2787 to 2855, inclusive, the provisions of Section 1995.310 of the California Civil Code, or any successor statute, and all other remedies, including, without limitation, any right at law or equity to terminate this Lease, on its own behalf and, to the extent permitted under all applicable laws, on behalf of the proposed transferee.

Effect of Consent. If The consent by Landlord consents to a Transfer (a) the terms and conditions of this Leaseany assignment, including the terms of Article 5 hereoftransfer, sublease, mortgage or encumbrance shall not be deemed to have been waived construed as a waiver or modified, (b) such consent shall not be deemed a consent to release of Tenant from any further Transfer by Tenant or any transferee, nor constitute consent to an assignment or other Transfer following a foreclosure of any permitted lien, mortgage or other encumbrance, (c) Tenant shall furnish, upon Landlord’s request, if readily available, a complete statement, certified by an authorized representative of Tenant, setting forth in detail the computation of any Transfer Premium resulting from such Transfer, and (d) in the case of a sublease, except as provided in Section 14.8, Landlord’s prior consent shall be required in the event of any subsequent sub-subletting and any expansion or assignment of the Sublease by the applicable subtenant. Except for a Permitted Transfer, no Transfer shall be made or be effective until Tenant shall deliver to Landlord fully executed copies of all documentation pertaining to the Transfer in form reasonably satisfactory to Landlord, whereby the transferee shall assume in writing, liability for the benefit of Landlord, all of the obligations of this Lease on the part of Tenant to be performed or observed, and agree to be subject to all of the covenants, agreements, terms, provisions and conditions in this Lease to the extent applicable to the interest being transferred. Except as provided in Section 14.8, no Transfer, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of this Lease (if any) (including any prior unreleased transferor of this Lease) from any liability under this Lease for the payment of Base Rent and Additional Rent due and to become due hereunder, for performance of all of the covenants, agreements, terms covenants and provisions contained in this Lease obligations to be performed by Tenant under this Lease, nor shall the collection or for the acts and omissions acceptance of transfereerent from any assignee, and transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s 's consent to any Transfer assignment, transfer, sublease, mortgage or encumbrance shall not be effective unless all guarantors construed as relieving Tenant (or any such assignee or subtenant) from the obligation of this Lease (including any prior unreleased transferor of this Lease) also obtaining Landlord's consent to such Transfer any further assignment, transfer, sublease, mortgage or encumbrance in writingaccordance with the provisions of Sections 6.1 or 6.2 hereof, as applicable. Tenant shall remain liable under this Lease as a principal and not as a surety; however, if For any period during which Tenant is nonetheless deemed a surety by remaining liable in default hereunder, Tenant hereby waives assigns to Landlord the rents or other sums due from any subtenant or assignee of Tenant and hereby authorizes each subtenant or assignee to pay said rents or other sums directly to Landlord. All monies, rents or other consideration paid or delivered to, or received by, Tenant from any subtenant or assignee shall be held by Tenant in trust for Landlord and shall be paid to Landlord immediately upon demand therefor. Tenant further agrees to submit any and all applicable suretyship defensesinstruments of assignment, including those contained transfer or sublease to Landlord for Landlord's prior written approval as to form and substance, which may be given or withheld by Landlord in Sections 2787 its sole and absolute discretion, but which instruments shall provide, as an express condition precedent to 2855Landlord's prior approval, inclusivethat any assignee, transferee or sublessee agrees to remain jointly and severally liable to Landlord for all obligations imposed by any such agreement of the California Civil Codeassignment, transfer or sublease.

Effect of Consent. If Each consent to assignment issued by Landlord consents pursuant to a Transfer (a) the terms and conditions Section 12.3 shall be effective with respect to any assignment of this Lease, including Lease to the terms of Article 5 hereof, shall not be deemed assignee identified in Tenant's request for consent provided that such assignment (i) is fully-executed and delivered (and a copy thereof delivered to have been waived or modified, (bLandlord) such consent shall not be deemed a consent to any further Transfer by Tenant or any transferee, nor constitute consent to an assignment or other Transfer following a foreclosure of any permitted lien, mortgage or other encumbrance, (c) Tenant shall furnish, upon Landlord’s request, if readily available, a complete statement, certified by an authorized representative within 270 days of Tenant, setting forth in detail the computation of any Transfer Premium resulting from such Transfer's request for consent, and (dii) is effective on a date no earlier than the date set forth in Tenant's request for consent. If Tenant proposes to enter into any assignment of this Lease not conforming to the case foregoing provisions of a subleasethis paragraph, except as provided in Tenant shall again be required to comply with the foregoing provisions of this Article 12. Each consent to sublease issued by Landlord pursuant to Section 14.8, Landlord’s prior consent 12.3 shall be required effective with respect to any sublease of all or any portion of the Proposed Sublease Premises identified in Tenant's request for consent to the event subtenant identified in Tenant's request for consent provided that such sublease (i) is fully-executed and delivered (and a copy thereof delivered to Landlord) within 270 days of Tenant's request for consent, (ii) commences no earlier than the proposed commencement date set forth in Tenant's request for consent, and (iii) expires (assuming the exercise of any subsequent sub-subletting and renewal options provided for therein) no later than the Proposed Sublease Expiration Date set forth in Tenant's request for consent. If Tenant proposed to enter into any expansion sublease of all or assignment any portion of the Sublease by Premises not conforming to the applicable subtenantforegoing provisions of this paragraph, Tenant shall again be required to comply with the foregoing provisions of this Article 12. Except for a Permitted Transfer, no Transfer shall be made or be effective until Tenant shall deliver to Landlord fully prior to the effective date of the assignment or the commencement date of the sublease executed copies of such assignment or sublease as well as all documentation pertaining other agreements, if any, relating to the Transfer in form reasonably satisfactory to Landlordsuch assignment or sublease, whereby the transferee shall assume in writingand, for the benefit if not fully disclosed thereby, a statement of Landlord, all of the obligations of this Lease on the part of Tenant consideration to be performed or observed, and agree to be subject to all of the covenants, agreements, terms, provisions and conditions in this Lease to the extent applicable to the interest being transferred. Except as provided in Section 14.8, no Transfer, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of this Lease (if any) (including any prior unreleased transferor of this Lease) from any liability under this Lease for the payment of Base Rent and Additional Rent due and to become due hereunder, for performance of all of the covenants, agreements, terms and provisions contained in this Lease to be performed received by Tenant for or for in connection with the acts assignment or sublease and omissions the terms of transferee, and Landlord’s consent to any Transfer shall not be effective unless all guarantors of this Lease (including any prior unreleased transferor of this Lease) also consent to such Transfer in writing. Tenant shall remain liable under this Lease as a principal and not as a surety; however, if Tenant is nonetheless deemed a surety by remaining liable hereunder, Tenant hereby waives all applicable suretyship defenses, including those contained in Sections 2787 to 2855, inclusive, of the California Civil Codepayment therefor.