Prohibition. (a) Except as hereinafter provided, Tenant covenants and agrees that whether voluntarily, involuntarily, by operation of law or otherwise, neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied or permitted to be used or occupied, by anyone other than Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part. (b) The provisions of paragraph (a) of this Section shall apply to a transfer (by one or more transfers) of a majority of the stock or partnership interests or other evidences of ownership of Tenant as if such transfer were an assignment of this Lease; but such provisions shall not apply to transactions with: (i) an entity into or with which Tenant is merged or consolidated, or (ii) an entity which is controlled by Tenant (if other than an individual person); provided that in any of such events the successor to Tenant has a net worth reasonably acceptable to Landlord and that the successor may be required by Landlord to increase the amount of the Security Deposit or deliver a personal guaranty (from an individual person having a financial standing reasonably acceptable to Landlord) in form and substance reasonably acceptable to Landlord, guaranteeing full performance of all obligations under this Lease. Any successor shall agree directly with Landlord, by written instrument in form satisfactory to Landlord, to be bound by all the obligations of Tenant hereunder including, without limitation, the covenant against further assignment and subletting. The joint and several liability of Tenant and any immediate or remote successor in interest of Tenant, and the due performance of the obligations of this Lease on Tenant’s part to be performed or observed, shall not be discharged, released or impaired in any respect by an agreement or stipulation made by Landlord extending the time of or modifying any of the obligations of this Lease, or by any waiver or failure of Landlord to enforce any of the obligations of this Lease.
Prohibition. Tenant acknowledges that this Lease and the Base Rent and Additional Rent due under this Lease have been agreed to by Landlord in reliance upon Tenant's reputation and creditworthiness; therefore, Tenant shall not, whether voluntarily, or by operation of law, or otherwise: (a) assign or otherwise transfer this Lease; (b) sublet the Premises or any part thereof, or allow the same to be used or occupied by anyone other than Tenant; or (c) mortgage, pledge, encumber, or otherwise hypothecate this Lease or the Premises, or any part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed. Any violation of the foregoing provisions shall constitute a default under this Lease and, thereupon, Landlord shall have the option to cancel the same and proceed, at Landlord's election, in accordance with the provisions set forth in this Lease. Any consent by Landlord to a particular assignment, sublease or mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, and Landlord's written approval shall be required in all such instances. In the event that Landlord consents to any assignment or sublease, Landlord shall not be deemed to have agreed to release Tenant from its obligation hereunder and Tenant shall remain liable hereunder. Any purported assignment, mortgage, transfer, pledge or sublease made without the prior written consent of Landlord shall be absolutely null and void and of no legal force or effect. Notwithstanding anything to the contrary herein, Landlord hereby consents to Tenant subleasing the Premises, as of the date hereof, to Tenant's affiliate United Industries Corporation.
Prohibition. Except as authorized by the Director or as otherwise required by law, the Consultant shall not disclose any of the following to a third party: (a) Work Product, (b) discussions between the City and Consultant, or (c) information prepared, developed or received by the Consultant or any of its Subcontractors in the course of performing any Work.
Prohibition. The Consultant shall not discriminate against or grant preferential treatment to any person on the basis of race, sex, color, age, religion, sexual orientation, actual or perceived gender identity, disability, ethnicity or national origin. This prohibition applies to recruiting, hiring, demotion, layoff, termination, compensation, fringe benefits, advancement, training, apprenticeship and other terms, conditions, or privileges of employment, subcontracting and purchasing.
Prohibition. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, hypothecate, encumber, grant any license or concession, pledge or otherwise transfer this Lease or any interest herein, permit any assignment or other such transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or permit the use of the Premises by any persons other than Tenant and Tenant’s Entities (all of the foregoing are sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is sometimes referred to as a “Transferee”). No consent to any Transfer shall constitute a waiver of the provisions of this Section, and all subsequent Transfers may be made only with the prior written consent of Landlord, which consent shall not be unreasonably withheld, but which consent shall be subject to the provisions of this Section.
Prohibition. TENANT MAY NOT ASSIGN THIS LEASE, NOR SUBLET ALL OR ANY PORTION OF THE PREMISES WITHOUT THE PRIOR WRITTEN CONSENT OF LANDLORD, WHICH SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED. THE INTEREST OF TENANT UNDER THIS LEASE MAY NOT BE PLEDGED, MORTGAGED OR OTHERWISE ENCUMBERED WITHOUT THE PRIOR WRITTEN CONSENT OF LANDLORD, WHICH CONSENT MAY BE WITHHELD OR GRANTED ON SUCH CONDITIONS AS LANDLORD MAY DETERMINE IN ITS SOLE AND ABSOLUTE DISCRETION. NO ASSIGNMENT OR TRANSFER OF TENANT'S INTEREST IN THIS LEASE, NOR ANY SUBLEASE OF THE PREMISES OR ANY PORTION THEREOF, MAY BE INVOLUNTARILY EFFECTUATED BY OPERATION OF LAW WITHOUT THE PRIOR WRITTEN CONSENT OF LANDLORD, WHICH CONSENT MAY BE WITHHELD IN LANDLORD'S SOLE AND ABSOLUTE DISCRETION. IN THE EVENT OF THE MERGER OR CONSOLIDATION OF TENANT WITH ANY OTHER CORPORATION OR CORPORATIONS, SAME SHALL BE DEEMED TO BE A VOLUNTARY ASSIGNMENT OF THIS LEASE SUBJECT TO THE FOREGOING REQUIREMENT OF CONSENT OF LANDLORD, PROVIDED THAT IF THE SURVIVING CORPORATION IN SUCH MERGER OR CONSOLIDATION SHALL BE A CORPORATION THE STOCK OF WHICH IS TRADE ON A NATIONAL OR REGIONAL STOCK EXCHANGE, THE NASDAQ OR IN THE OVER-THE-COUNTER MARKET, THE SURVIVING CORPORATION SHALL BE DEEMED, FOR THE PURPOSES HEREOF, THE ASSIGNEE OF THE TENANT'S INTEREST IN THIS LEASE AND THE SUCCESSION OF THE SURVIVING CORPORATION TO THE TENANT'S INTEREST IN THIS LEASE SHALL BE DEEMED TO HAVE BEEN CONSENTED TO BY LANDLORD, PROVIDED THAT LANDLORD SHALL BE GIVEN IMMEDIATE NOTICE OF SUCH MERGER OR CONSOLIDATION. TENANT ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY LANDLORD THAT IT IS THE INTENTION OF LANDLORD TO ATTEMPT TO ESTABLISH AND MAINTAIN TENANCIES IN THE OFFICE BUILDING COMPLEX IN WHICH THE PREMISES ARE LOCATED, WITH SUCH TENANT PROFILES, TENANT MIX AND USAGES, BOTH OF LEASED PREMISES AND THE FACILITIES OF THE OFFICE BUILDING COMPLEX AS ARE COMPATIBLE WITH THE OPERATION OF THE OFFICE BUILDING COMPLEX AS A FIRST-QUALITY OFFICE BUILDING. ACCORDINGLY, IT IS UNDERSTOOD THAT IN DETERMINING WHETHER TO CONSENT TO ANY PROPOSED ASSIGNMENT OR ENCUMBRANCE OF TENANT'S INTEREST IN THIS LEASE, OR ANY SUBLETTING OF ALL OR ANY PART OF THE LEASED PREMISES, LANDLORD SHALL NOT BE REQUIRED TO CONSENT TO ANY ASSIGNMENT OR SUBLETTING TO ANY OF THE FOLLOWING: ANY GOVERNMENT AGENCY; ANY EXISTING TENANT; ANY PARTY WHO IS A COMPETITOR OF LANDLORD IN THE LEASING OF OFFICE SPACE; ANY PARTY WHOSE USE OF THE PREMISES EITHER BECAUSE OF THE NUMBER OF ANTICIPATED OCCUPANTS OF THE PREMISES OR THE NUM...
Prohibition. Except for work funded by Reserve Expenditures and Minor Alterations as hereinafter expressly provided in Section 6.2, no portion of the Leased Property shall be demolished, removed or altered by Tenant in any manner whatsoever without the prior written consent and approval of Landlord. Notwithstanding the foregoing, however, Tenant shall be entitled and obligated to undertake all alterations to the Leased Property required by any Legal Requirements and, in such event, Tenant shall comply with the provisions of Section 6.2 below.
Prohibition. Lessee shall not, without Lessor’s prior written consent, which may be withheld in Lessor’s sole and absolute discretion (except as expressly provided in this Lease, either directly or indirectly or through one or more step transactions or tiered transactions, voluntarily or by operation of law, (i) assign, convey, sell, pledge, mortgage, hypothecate or otherwise encumber, transfer or dispose of all or any part of this Lease or Lessee’s leasehold estate hereunder, (ii) enter into or consummate any Commercial Occupancy Arrangement with respect to all or any part of the Leased Property and/or any Capital Additions of any Facility if the same constitutes a Material Sublease (notwithstanding the foregoing, Lessor acknowledges and agrees that it shall not unreasonably withhold its consent to a Material Sublease), (iii) engage the services of any Person for the management or operation of all or any part of the Leased Property and/or any Capital Additions of such Facility, (iv) convey, sell, assign, transfer or dispose of any stock or partnership, membership or other interests (whether equity or otherwise) in Lessee (which shall include any conveyance, sale, assignment, transfer or disposition of any stock or partnership, membership or other interests (whether equity or otherwise) in any Controlling Person(s)), if such conveyance, sale, assignment, transfer or disposition results, directly or indirectly, in a change in control of Lessee (or in any Controlling Person(s)), (v) dissolve, merge, reorganize, recapitalize, exchange shares or consolidate Lessee (which shall include any dissolution, merger, reorganization, recapitalization, exchange of shares or consolidation of any Controlling Person) with any other Person, if such dissolution, merger, reorganization, recapitalization, exchange of shares or consolidation, directly or indirectly, results in a change in control of Lessee or in any Controlling Person(s), (vi) sell, convey, assign, or otherwise transfer all or substantially all of the assets of Lessee (which shall include any sale, conveyance, assignment, or other transfer of all or substantially all of the assets of any Controlling Person(s)), (vii) sell, convey, assign, or otherwise transfer any of the assets of Lessee (which shall include any sale, conveyance, assignment, or other transfer of any of the assets of any Controlling Person) if the Consolidated Net Worth of Lessee (or such Controlling Person, as the case may be) immediately following such tra...
Prohibition. Lessee shall not, in whole or in part, assign, sublet, license or permit occupancy by any party other than Lessee of all or any part of the Premises, without the prior written consent of the Port in each instance. Lessee shall at the time the Lessee requests the consent of the Port, deliver to the Port such information in writing as the Port may reasonably require respecting the proposed assignee, subtenant or licensee including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed assignee, subtenant or licensee. Within twenty (20) business days after receipt of all required information, the Port shall, in its sole discretion, elect one of the following: (a) to consent to such proposed assignment, sublease or license or (b) to refuse such consent.