Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s reputation and creditworthiness, (b) the Guarantor’s execution and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth in Section 1.7 above; therefore, except as expressly permitted below in this Section 8, Tenant shall not, whether voluntarily, or by operation of law, assign or otherwise transfer, mortgage, encumber or pledge all or any portion of its interest under this Lease. Any purported assignment, mortgage, transfer or pledge requiring, but made without, the prior written consent of Landlord, and where applicable, Landlord’s lender, shall be absolutely null and void. No assignment of this Lease (including one permitted pursuant to Section 8.3 below) shall be effective and valid unless and until the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord (and, if applicable, its lender) in order to evidence assignee’s assumption of all obligations of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer or pledge shall not constitute consent or approval of any subsequent assignment, mortgage, transfer or pledge. No consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to this Section 8.1 or Section 8.3, shall be deemed to release either or both of (A) Tenant from its obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under this Lease; and (y) except as otherwise expressly provided in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities under the Guaranty.
Appears in 7 contracts
Samples: KAR Holdings, Inc., KAR Holdings, Inc., KAR Holdings, Inc.
Prohibition. Tenant acknowledges that this Lease Without Landlord’s prior written consent, which shall not be unreasonably withheld, subject to and on the Rent due under this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s reputation and creditworthiness, (b) the Guarantor’s execution and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth in Section 1.7 above; therefore, except as expressly permitted below conditions described in this Section 822, Tenant shall not, whether voluntarilydirectly or indirectly, voluntarily or by operation of law, assign this Lease or otherwise transfer, sublease the Premises or any part thereof or mortgage, encumber pledge, or pledge all hypothecate its leasehold interest or grant any portion concession or license within the Premises, and any attempt to do any of its interest under the foregoing shall be void and of no effect. If Tenant is a corporation, partnership or limited liability company, the shares or other ownership interests thereof which are not actively traded upon a stock exchange or in the over-the-counter market, a transfer or series of transfers whereby 50% or more of the issued and outstanding shares or other ownership interests of such corporation are, or voting control is, transferred (but excepting transfers upon deaths of individual owners) from a person or persons or entity or entities which were owners thereof at time of execution of this Lease to persons or entities who were not owners of shares or other ownership interests of the corporation, partnership or limited liability company at time of execution of this Lease. Any purported assignment, mortgage, transfer or pledge requiring, but made without, the prior written consent of Landlord, and where applicable, Landlord’s lender, shall be absolutely null and void. No deemed an assignment of this Lease requiring the consent of Landlord as provided in this Section 22. Notwithstanding the foregoing, Tenant shall have the right to (x) obtain financing from institutional or individual investors (including one permitted pursuant to Section 8.3 belowventure capital funding and corporate partners) shall be effective and valid unless and until the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord which regularly invest in private biotechnology companies, (andy) undergo a public offering, or (z) if applicableTenant is a public company, its lender) in order to evidence assignee’s assumption of all obligations transfer shares of Tenant hereunder. Any consent by Landlord (andeffected through any recognized exchange or through the “over the counter” market, if applicable, its lender) to any of which results in a particular assignment, mortgage, transfer or pledge shall not constitute consent or approval change in control of any subsequent assignment, mortgage, transfer or pledge. No consent by Landlord (and, if applicable, its lender) to any Tenant without such change of control constituting an assignment or sublease, whether pursuant to under this Section 8.1 or Section 8.322 requiring Landlord consent, provided that (i)Tenant notifies Landlord in writing of the financing at least 10 business days prior to the closing of the financing, and (ii) provided that in no event shall such financing result in a change in use of the Premises from the use contemplated by Tenant at the commencement of the Term. The reasons for Landlord’s reasonable withholding of consent shall include but not be deemed to release either or both of limited to: (A) Tenant from its obligations hereunder and the business or financial reputation of the proposed assignee or sublessee, or the business or financial reputation of any of the respective principals or officers thereof, is objectionable in Landlord’s judgment, (B) Guarantor from its obligations under its Guarantythe proposed assignee or sublessee is engaged in areas of scientific research or other business concerns that are controversial such that in Landlord’s reasonable judgment they may (i) attract or cause negative publicity for or about the Building or the Project, (ii) negatively affect the reputation of the Building, the Project or Landlord, (iii) attract protestors to the Building or the Project, or (iv) lessen the attractiveness of the Building or the Project to any prospective purchasers or lenders, (C) the proposed use of the Premises by the proposed assignee or sublessee will violate any applicable Legal Requirement, (D) the proposed assignee or sublessee is at that time an occupant of the Project or negotiating with Landlord or an affiliate thereof for the lease of other space in the Project, (E) if the proposed transaction is not a sublease, the proposed assignee does not have a net worth, as defined below; and of the date of the Transfer, at least equal to the greater of (x) the net worth of Tenant shall remain fully liable for performance and satisfaction as of all obligations and liabilities under this the date of the Lease; , and (y) except as the net worth of Tenant immediately prior to the Transfer Date, or otherwise expressly provided in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all lacks the creditworthiness to support the financial obligations and liabilities it would incur under the Guarantyproposed assignment in Landlord’s reasonable judgment, (F) if the proposed transaction is a sublease, the proposed sublessee does not have a creditworthiness, as of the date of transfer, sufficient to support the financial obligations it would incur under the proposed sublease in Landlord’s judgment, (G) the proposed assignee or sublessee is a governmental agency, (H) in Landlord’s judgment the use of the Premises by the proposed assignee or sublessee would entail any alterations that would lessen the value of the leasehold improvements in the Premises, or would require increased services by Landlord, (I) Landlord has experienced previous defaults by or is in litigation with the proposed assignee or sublessee, (J) the proposed assignment or sublease will create a vacancy elsewhere in the Project, or (K) the assignment or sublease is prohibited by the Holder of a Mortgage on the Premises or Project.
Appears in 3 contracts
Samples: Lease Agreement (Sigilon Therapeutics, Inc.), Lease Agreement (Sigilon Therapeutics, Inc.), Lease Agreement (Foghorn Therapeutics Inc.)
Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s 's reputation and creditworthiness, (b) the Guarantor’s execution creditworthiness and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth use. described in Section 1.7 SECTION 4 above; therefore, except as expressly permitted below in this Section 8, Tenant shall not, whether voluntarily, or by operation of law, or otherwise: (a) assign or otherwise transfertransfer 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, encumber pledge, encumber, or pledge all otherwise hypothecate this Lease or the Premises, or any portion part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of its interest under this LeaseLandlord, which consent may be given or withheld in Landlord's sole, but reasonable, discretion. Any purported assignment, mortgage, transfer transfer, pledge or pledge requiring, but sublease made without, without the prior written consent of Landlord, and where applicable, Landlord’s lender, Landlord shall be absolutely null and void. No assignment of this Lease (including one permitted pursuant to Section 8.3 below) shall be effective and valid unless and until the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord (and, if applicable, its lender) in order to evidence assignee’s 's assumption of all obligations of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer sublease or pledge mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, transfer or pledgeand Landlord' s written approval shall be required in all such instances. No No. consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to this Section 8.1 or Section 8.3, sublease shall be deemed to release either or both of (A) Tenant from its obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under this Lease; and (y) except as otherwise expressly provided in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities under the Guaranty.
Appears in 2 contracts
Samples: Natural Golf Corp, Natural Golf Corp
Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s reputation and creditworthiness, (b) the Guarantor’s execution creditworthiness and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth described in Section 1.7 4.1 above; therefore, except as expressly permitted below in this Section 8, Tenant shall not, whether voluntarily, or by operation of law, or otherwise: (a) assign or otherwise transfertransfer 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, encumber pledge, encumber, or pledge all otherwise hypothecate this Lease or the Premises, or any portion of its interest under this Lease. Any purported assignmentpart thereof, mortgagein any manner whatsoever, transfer or pledge requiring, but made without, without in each instance obtaining the prior written consent of Landlord, and where applicable, which consent may be given or withheld in Landlord’s lendersole, but reasonable, discretion. Except as otherwise specified herein, any purported assignment, mortgage, transfer, pledge or sublease made without the prior written consent of Landlord shall be absolutely null and void. No assignment of this Lease (including one permitted pursuant to Section 8.3 below) shall be effective and valid unless and until the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord (and, if applicable, its lender) in order to evidence assignee’s assumption of all obligations of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer sublease or pledge mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, transfer or pledgeand Landlord’s written approval shall be required in all such instances. No consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to this Section 8.1 or Section 8.3, sublease shall be deemed to release either or both of (A) Tenant from its obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under this Lease; and (y) except as otherwise expressly provided in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities under the Guaranty.
Appears in 2 contracts
Samples: Assignment and Assumption of Lease (Wornick CO Right Away Division, L.P.), Assignment and Assumption of Lease (TWC Holding Corp.)
Prohibition. Tenant acknowledges covenants and agrees that neither this Lease nor ------------ the term and the Rent due under this Lease have been agreed to by Landlord in reliance upon estate hereby granted, nor any interest herein or therein, will be assigned (a) Tenant’s reputation and creditworthinessincluding, (b) the Guarantor’s execution and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth in Section 1.7 above; thereforewithout limitation, except as expressly permitted below in this Section 8, Tenant shall not, whether voluntarily, or by operation of law), assign mortgaged, pledged, encumbered or otherwise transfertransferred, mortgageand 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, encumber or pledge all used or occupied or permitted to be used or occupied by anyone other than Tenant or for any portion use or purpose except as may be permitted by (S)7.1, or be sublet (which term, without limitation, shall include granting of its interest under this Lease. Any purported assignmentconcessions, mortgagelicenses and the like) in whole or in part, transfer or pledge requiring, but made without, in each instance, Tenant having first received the prior express written consent of Landlord. Landlord agrees that it will not withhold or delay consent to subletting by a third party if, in Landlord's reasonable discretion, Landlord is reasonably satisfied that (i) the identity of such third party is of a type and character suitable for a suburban warehouse/office building, and where applicable(ii) the type of business that such third party proposes to operate in the Premises is permitted under applicable zoning regulations. If this Lease be assigned, Landlord’s lenderor if the Premises or any part thereof be sublet or occupied by anyone other than Tenant, Landlord may collect rent and other charges from the assignee, subtenant or occupant, and apply the net amount collected to the Fixed Rent and other charges herein reserved, but no such assignment, subletting, occupancy or collection shall be absolutely null and void. No assignment deemed a waiver of this Lease (including one permitted pursuant to Section 8.3 below) shall be effective and valid unless and until covenant, the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord (andacceptance of the assignee, if applicable, its lender) in order to evidence assignee’s assumption of all obligations subtenant or occupant as a tenant or a release of Tenant from the further performance by Tenant of its obligations hereunder. Any The consent by Landlord to an assignment or subletting shall in no way be construed to relieve Tenant or any successor from obtaining the express consent in writing of Landlord to any further assignment or subletting. Notwithstanding anything to the contrary in the foregoing, no consent of Landlord shall be required for (andi) any sublease or occupancy agreement with an entity controlled by, if applicable, its lenderunder common control with or controlling Tenant; (ii) a pledge or assignment of Tenant's interest in this Lease pursuant to a particular assignment, leasehold mortgage, transfer ; or pledge shall not constitute consent or approval (iii) an assignment of any subsequent assignment, mortgage, transfer or pledge. No consent by Landlord (and, if applicable, its lender) the Lease to any assignment successor of Tenant by merger, consolidation or sublease, whether pursuant to this Section 8.1 acquisition of all or Section 8.3, shall be deemed to release either substantially all the stock or both assets of Tenant; provided that (A) Tenant from its obligations hereunder and shall deliver to Landlord at least 30 days' advance notice of any such sublease or occupancy agreement or such leasehold mortgage; (B) Guarantor from its obligations under its GuarantyTenant shall provide Landlord with complete copies of any leasehold mortgage promptly after the execution of any such mortgage; (C) in the case of a merger, as defined belowconsolidation or sale, the net worth of Tenant's successor (determined in accordance with generally accepted accounting principles) immediately after such merger, consolidation or sale is equal to or greater than $60,000,000; and (xD) Tenant shall remain liable for the performance of Tenant's obligations hereunder during the balance of the Term. In any case where Landlord shall consent to such assignment, subletting or use, Tenant shall remain fully liable for performance and satisfaction of all Tenant's obligations and liabilities under this Lease; , including, without limitation, the obligation to pay the rent and (y) except as otherwise expressly other amounts provided under this Lease. At Landlord's election, it shall be a condition of the validity of any such assignment, that, upon Landlord's request, the assignee shall agree directly with Landlord, in Section 2.5.4.5 aboveform reasonably satisfactory to Landlord, Guarantor shall remain fully liable for performance to be bound by all the obligations of Tenant, including, without limitation, the obligation to pay rent and satisfaction of all obligations other amounts provided under this Lease and liabilities under the Guarantycovenant against further assignment, subletting and use.
Appears in 2 contracts
Samples: New England Business Service Inc, New England Business Service Inc
Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s reputation and creditworthiness, (b) the Guarantor’s execution and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth in Section 1.7 above; therefore, except as expressly permitted below in this Section 8, Tenant shall not, whether voluntarily, or by operation of law, assign or otherwise transfer, mortgage, encumber or pledge all or any portion of its interest under this Lease. Any purported assignment, mortgage, transfer or pledge requiring, but made without, the prior written consent of Landlord, and where applicable, Landlord’s lender, shall be absolutely null and void. No assignment of this Lease (including one permitted pursuant to Section 8.3 below) shall be effective and valid unless and until the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord (and, if applicable, its lender) in order to evidence assignee’s assumption of all obligations of Tenant hereunder. Any consent by Landlord Xxxxxxxx (and, if applicable, its lender) to a particular assignment, mortgage, transfer or pledge shall not constitute consent or approval of any subsequent assignment, mortgage, transfer or pledge. No consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to this Section 8.1 or Section 8.3, shall be deemed to release either or both of (A) Tenant from its obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under this Lease; and (y) except as otherwise expressly provided in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities under the Guaranty.
Appears in 2 contracts
Samples: KAR Holdings, Inc., KAR Holdings, Inc.
Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s reputation and creditworthiness, (b) the Guarantor’s execution and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth in Section 1.7 above; therefore, except as expressly permitted below in this Section 8, Tenant shall not, whether voluntarily, or by operation of law, assign or otherwise transfer, mortgage, encumber or pledge all or any portion of its interest under this Lease. Any purported assignment, mortgage, transfer or pledge requiring, but made without, Without the prior written consent of Landlord, which may be withheld or conditioned in its sole and where applicableabsolute discretion, Landlord’s lenderTenant shall not suffer or permit any Transfer (including, shall be absolutely null and void. No assignment without limitation, a Transfer of this Lease (including one or any interest herein) other than a Transfer that is expressly permitted pursuant to Section 8.3 belowthe terms of this Lease. Any such purported Transfer without Landlord’s prior written consent (each an “Unapproved Transfer”) shall be effective void and valid unless shall, at Landlord’s sole option, constitute an Event of Default giving rise to Landlord’s right, among other things, to terminate this Lease. If Landlord elects to waive its right to terminate this Lease as a result of any such Unapproved Transfer, this Lease shall continue in full force and until effect; provided, however, that as of the assignee executes and delivers date of such Unapproved Transfer, the Base Rent shall be increased by five percent (5%). Notwithstanding the foregoing, subject to a subordination agreement in form reasonably acceptable to Landlord, Landlord hereby consents to each Tenant entering into a written management agreement with Diversicare Management Services, Co., an Affiliate of Tenant (“Manager”), in form presented to Landlord prior to the Commencement Date, to provide management services to such Tenant with respect to each Facility (the “Management Agreement”). The approval by Landlord of the Management Agreement in the form existing prior to the Commencement Date shall not relieve Tenant’s compliance with the terms and provisions of this Lease nor shall said approval be considered a waiver of Tenant’s obligation to obtain Landlord's prior written consent to any and all documentation reasonably amendment, modification or termination of the Management Agreement or any further management arrangements for the Premises as required by Landlord (and, if applicable, its lender) in order to evidence assignee’s assumption of all obligations of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer or pledge shall not constitute consent or approval of any subsequent assignment, mortgage, transfer or pledge. No consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to this Section 8.1 or Section 8.3, shall be deemed to release either or both of (A) Tenant from its obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under this Lease; and (y) except as otherwise expressly provided in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities under the GuarantyArticle XVII.
Appears in 2 contracts
Samples: Master Lease (Diversicare Healthcare Services, Inc.), Master Lease (Diversicare Healthcare Services, Inc.)
Prohibition. Tenant acknowledges that shall not assign, mortgage, hypothecate, encumber, grant any license or concession, pledge or otherwise transfer this Lease and the Rent due under this Lease have been agreed to by Landlord (collectively, "assignment"), in reliance upon (a) Tenant’s reputation and creditworthiness, (b) the Guarantor’s execution and delivery of the Guaranty (defined whole or in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth in Section 1.7 above; therefore, except as expressly permitted below in this Section 8, Tenant shall notpart, whether voluntarily, voluntarily or involuntarily or by operation of law, assign nor sublet or otherwise transfer, mortgage, encumber or pledge permit occupancy by any person other than Tenant of all or any portion of its interest under this Lease. Any purported assignment, mortgage, transfer or pledge requiring, but made without, the Premises without first obtaining the prior written consent of L.indlord, wliicli'@Onscnt shall not be unreasonably withheld. Tenant hereby agrees that 1-uldlord may withhold its consent to any proposed sublease or assignment if die proposed sublessee or assignee or its business is subject to compliance with additional requirements of the ADA (defined below) and/or Environmental Laws (defined below) beyond those requirements which are applicable to Tenant, unless the proposed sublessee or assignee shall (a) first deliver plans and specifications for complying with such additional requirements and obtain Landlord's written consent thereto, and (b) comply with all Landlord's conditions for or contained in such consent, including without limitation, requirements for security to assure the lien-free completion of such improvements. If Tenant seeks to sublet or assign all or any portion of the Premises, Tenant shall deliver to Landlord at least thirty (30) days prior to the proposed commencement of the sublease or assignment (die "Proposed Effective Date") the following: (i) the name of the proposed assignee or sublessee; (ii) such infonnafion as to such assignee's or sublessee's financial responsibility and standing as Landlord may reasonably require; and (iii) the aforementioned plans and specifications, if any. Within ten (10) days after Landlord's receipt of a written request from Tenant that Tenant seeks to sublet or assign all or any portion of die Premises, Landlord shafl deliver to Tenant a copy of Landlord's standard form of sublease or assignment agreement (as applicable), which instrument shall be utilized for each proposed sublease or assignment (as applicable), and such instrument shall include a provision whereby the assignee or sublessee assumes all of Tenant's obligations hereunder and agrees to be bound by the terms hereof As Additional Rent hereunder, Tenant shall pay to Landlord a fee in the amount of five hundred dollars ($500) plus Tenant shall reimburse Landlord for actual legal and other expenses incurred by Landlord in connection with any actual or proposed assignment or subletting. In the event the sublease or assignment (1) by itself or taken together with prior sublease(s) or partial assignment(s) covers or totals, as the case may be, more thari twcnty-five percent (25%) of the rentable square feet of the Premises or (2) is for a term which by itself or taken together with prior or other subleases or partial assignments is greater dw fifty percent (501%) of the period remaining in the Term of this Lease as of the time of the Proposed Effecfive Date, then Landlord shall have the right, to be exercised by giving written notice to Tenant, to recapture the space described in the sublease or assignment. If such recapture notice is given, it shall serve to terminate this Lease with respect to the proposed sublease or assignment space, or, if die proposed sublease or assignment space covers all the Premises, it shall serve to terminate the entire term of this Lease in either case, as of the Proposed Effective Date. However, no termination of this Lease with respect to part or all of the Premises shall become effective without the prior written consent, where applicablenecessary, Landlord’s lenderof the holder of each deed of trust encumbering the Premises or any part thereof. If this Uasc is terminated pursuant to the foregoing with respect to less than the entire Premises, the Rent shall be adjusted on the basis of the proportion of square feet retained by Tenant to the square feet originally demised and this Lease as so amended shall continue thereafter in full force and effect. Each permitted assignee or sublesscc shall assume and be deemed to assume th@is Lease and shall be and remain liable jointly and scverally with Tenant for payment of Rent and for the due performance of, and compliance with all the terms, covenants, conditions and agreements herein contained on Tenant's part to be performed or complied with, for the term of this Lease. No assignment or subletting shall affect the continuing primary liability of Tenant (which, following assignment, shall be absolutely null joint and void. No assignment several with the assignee), and Tenant shall not be released from performing any of the terms, covenants and conditions of this Lease (including one Leasc. Tenant hereby acknowledges and agrees that it understands that Landlord's accounting department may process and accept Rent payments without verifying that such payments are being made by Tenant, a permitted pursuant to Section 8.3 below) shall sublessce or a permitted assignee in accordance with the provisions of this Lease. Although such payments may be effective processed and valid unless and until the assignee executes and delivers to Landlord accepted by such accounting department personnel, any and all documentation reasonably required actions or omissions by the personnel of Landlord's accqunting department shall not be considered as acceptance by Landlord (andof any proposed assignee or sublessee nor shall such actions or omissions be deemed to be a substitute 'for the requirement that Tenant obtain Landlord's prior written consent to any such subletting or assignment, if applicableand any such actions or omissions by the personnel of Landlord's accounting department shall not be considered as a voluntary relinquishment by Landlord of any of its rights hereunder nor shall any voluntary relinquishment of such rights be inferred therefrom. For purposes hereof, its lender) in order to evidence assignee’s assumption of all obligations the event Tenant is a corporation, partnership, joint venture, trust or other entity other than a natural person, any change in the direct or indirect ownership of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer or pledge shall not constitute consent or approval of any subsequent assignment, mortgage, transfer or pledge. No consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to this Section 8.1 one or Section 8.3, more transfers) which results in a change of more than fifty percent (50%) in the direct or indirect ownership of Tenant shall be deemed to release either or both be an assignment within the meaning of (A) Tenant from its obligations hereunder this Section 15 and (B) Guarantor from its obligations under its Guarantyshall be subject to all the provisions hereof Any and all options, as defined below; first rights of refusal, tenant improvement allowances and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under other similar rights granted to Tenant,in this Lease; and (y) except as otherwise , if any, shall not be assignable by Tenant unless expressly provided authorized in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities under the Guarantywriting by Landlord.
Appears in 1 contract
Samples: Lease Agreement (Third Enterprise Service Group Inc)
Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s 's reputation and creditworthiness, (b) the Guarantor’s execution creditworthiness and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth described in Section 1.7 SECTION 4.1 above; therefore, except as expressly permitted below in this Section 8, Tenant shall not, whether voluntarily, or by operation of law, or otherwise: (a) assign or otherwise transfertransfer 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, encumber pledge, encumber, or pledge all otherwise hypothecate this Lease or the Premises, or any portion part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of its interest under this LeaseLandlord, which consent may be given or withheld in Landlord's sole, but reasonable, discretion. Any purported assignment, mortgage, transfer transfer, pledge or pledge requiring, but sublease made without, without the prior written consent of Landlord, and where applicable, Landlord’s lender, Landlord shall be absolutely null and void. No assignment of this Lease (including one permitted pursuant to Section 8.3 below) shall be effective and valid unless and until the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord (and, if applicable, its lender) in order to evidence assignee’s 's assumption of all obligations of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer sublease or pledge mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, transfer or pledgeand Landlord's written approval shall be required in all such instances. No consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to this Section 8.1 or Section 8.3, sublease shall be deemed to release either or both of (A) Tenant from its obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under this Lease; and (y) except as otherwise expressly provided in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities under the Guaranty.
Appears in 1 contract
Samples: Research Inc /Mn/
Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s 's reputation and creditworthiness, (b) the Guarantor’s execution creditworthiness and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth described in Section 1.7 SECTION 4.1 above; therefore, except as expressly permitted below in this Section 8, Tenant shall not, whether voluntarily, or by operation of law, or otherwise: (a) assign or otherwise transfertransfer 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, encumber pledge, encumber, or pledge all otherwise hypothecate this Lease or the Premises, or any portion part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of its interest under this LeaseLandlord, which consent may be given or withheld in Landlord's sole, but reasonable, discretion SHALL NOT BE UNREASONABLE WITHHELD OR DELAYED. Any purported assignment, mortgage, transfer transfer, pledge or pledge requiring, but sublease made without, without the prior written consent of Landlord, and where applicable, Landlord’s lender, Landlord shall be absolutely null and void. No assignment of this Lease (including one permitted pursuant to Section 8.3 below) shall be effective and valid unless and until the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord (and, if applicable, its lender) in order to evidence assignee’s 's assumption of all obligations of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer sublease or pledge mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, transfer or pledgeand Landlord's written approval shall be required in all such instances. No consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to this Section 8.1 or Section 8.3, sublease shall be deemed to release either or both of (A) Tenant from its obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under this Lease; and (y) except as otherwise expressly provided in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities under the Guaranty.
Appears in 1 contract
Samples: Vascular Solutions Inc
Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s reputation and creditworthiness, (b) the Guarantor’s execution and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use Except as set forth in Section 1.7 above; therefore, except as expressly permitted 15.4 below in this Section 8, Tenant shall notnot assign, mortgage, hypothecate, encumber, grant any license or concession, pledge or otherwise transfer this Lease (collectively, "assignment"), in whole or in part, whether voluntarily, voluntarily or involuntarily or by operation of law, assign nor sublet or otherwise transfer, mortgage, encumber or pledge permit occupancy by any person other than Tenant of all or any portion of its interest under this Lease. Any purported assignment, mortgage, transfer or pledge requiring, but made without, the Premises without first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld. Tenant hereby agrees that Landlord may withhold its consent to any proposed sublease or assignment if the proposed sublessee or assignee or its business is subject to compliance with additional requirements of the ADA (defined below) and/or Environmental Laws (defined below) beyond those requirements which are applicable to Tenant, unless the proposed sublessee or assignee shall (a) first deliver plans and specifications for complying with such additional requirements and obtain Landlord's written consent thereto, and (b) comply with all Landlord's conditions for or contained in such consent, including without limitation, requirements for security to assure the lien-free completion of such improvements. If Tenant seeks to sublet or assign all or any portion of the Premises, Tenant shall deliver to Landlord at least thirty (30) days prior to the proposed commencement of the sublease or assignment (the "Proposed Effective Date") the following: (i) the name of the proposed assignee or sublessee; (ii) such information as to such assignee's or sublessee's financial responsibility and standing as Landlord may reasonably require; and (iii) the aforementioned plans and specifications, if any. Within ten (10) days after Landlord's receipt of a written request from Tenant that Tenant seeks to sublet or assign all or any portion of the Premises, Landlord shall deliver to Tenant a copy of Landlord's standard form of sublease or assignment agreement (as applicable), which instrument shall be utilized for each proposed sublease or assignment (as applicable), and such instrument shall include a provision whereby the assignee or sublessee assumes all of Tenant's obligations hereunder and agrees to be bound by the terms hereof. As Additional Rent hereunder, Tenant shall pay to Landlord a fee in the amount of five hundred dollars ($500) plus Tenant shall reimburse Landlord for actual legal and other expenses incurred by Landlord in connection with any actual or proposed assignment or subletting. In the event the sublease or assignment (1) by itself or taken together with prior sublease(s) or partial assignment(s) covers or totals, as the case may be, more than twenty-five percent (25%) of the rentable square feet of the Premises or (2) is for a term which by itself or taken together with prior or other subleases or partial assignments is greater than fifty percent (50%) of the period remaining in the Term of this Lease as of the time of the Proposed Effective Date, then Landlord shall have the right, to be exercised by giving written notice to Tenant, to recapture the space described in the sublease or assignment. If such recapture notice is given, it shall serve to terminate this Lease with respect to the proposed sublease or assignment space, or, if the proposed sublease or assignment space covers all the Premises, it shall serve to terminate the entire term of this Lease in either case, as of the Proposed Effective Date. However, no termination of this Lease with respect to part or all of the Premises shall become effective without the prior written consent, where applicablenecessary, Landlord’s lenderof the holder of each deed of trust encumbering the Premises or any part thereof. If this Lease is terminated pursuant to the foregoing with respect to less than the entire Premises, the Rent shall be adjusted on the basis of the proportion of square feet retained by Tenant to the square feet originally demised and this Lease as so amended shall continue thereafter in fll force and effect. Each permitted assignee or sublessee shall assume and be deemed to assume this Lease and shall be and remain liable jointly and severally with Tenant for payment of Rent and for the due performance of, and compliance with all the terms, covenants, conditions and agreements herein contained on Tenant's part to be performed or complied with, for the term of this Lease. No assignment or subletting shall affect the continuing primary liability of Tenant (which, following assignment, shall be absolutely null joint and void. No assignment several with the assignee), and Tenant shall not be released from performing any of the terms, covenants and conditions of this Lease (including one Lease. Tenant hereby acknowledges and agrees that it understands that Landlord's accounting department may process and accept Rent payments without verifying that such payments are being made by Tenant, a permitted pursuant to Section 8.3 below) shall sublessee or a permitted assignee in accordance with the provisions of this Lease. Although such payments may be effective processed and valid unless and until the assignee executes and delivers to Landlord accepted by such accounting department personnel, any and all documentation reasonably required actions or omissions by the personnel of Landlord's accounting department shall not be considered as acceptance by Landlord (andof any proposed assignee or sublessee nor shall such actions or omissions be deemed to be a substitute for the requirement that Tenant obtain Landlord's prior written consent to any such subletting or assignment, if applicableand any such actions or omissions by the personnel of Landlord's accounting department shall not be considered as a voluntary relinquishment by Landlord of any of its rights hereunder nor shall any voluntary relinquishment of such rights be inferred therefrom. For purposes hereof, its lender) except as set forth in order to evidence assignee’s assumption of all obligations Section 15.4 below in the event Tenant is a corporation, partnership, joint venture, trust or other entity other than a natural person, any change in the direct or indirect ownership of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer or pledge shall not constitute consent or approval of any subsequent assignment, mortgage, transfer or pledge. No consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to this Section 8.1 one or Section 8.3, more transfers) which results in a change of more than fifty percent (50%) (except for sale of shares through a regulated public exchange) in the direct or indirect ownership of Tenant shall be deemed to release either or both be an assignment within the meaning of (A) this Section 15 and shall be subject to all the provisions hereof. Any and all options, first rights of refusal, tenant improvement allowances and other similar rights granted to Tenant from its obligations hereunder and (B) Guarantor from its obligations under its Guarantyin tis Lease, as defined below; and (x) if any, shall not be assignable by Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under this Lease; and (y) except as otherwise unless expressly provided authorized in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities under the Guarantywriting by Landlord.
Appears in 1 contract
Samples: Lease Agreement (Ditech Corp)
Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s reputation and creditworthiness, (b) the Guarantor’s execution creditworthiness and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth described in Section 1.7 4.1 above; therefore, except as expressly permitted below in this Section 8, Tenant shall not, whether voluntarily, or by operation of law, or otherwise: (a) assign or otherwise transfertransfer 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, encumber pledge, encumber, or pledge all otherwise hypothecate this Lease or the Premises, or any portion of its interest under this Lease. Any purported assignmentpart thereof, mortgagein any manner whatsoever, transfer or pledge requiring, but made without, without in each instance obtaining the prior written consent of Landlord, and where applicable, which consent shall be in Landlord’s lendersole but reasonable discretion and shall not be unreasonably withheld, conditioned or delayed. Except as provided in Section 8.3, any purported assignment, mortgage, transfer, pledge or sublease made without the prior written consent of Landlord shall be absolutely null and void. No assignment of this Lease (including one permitted pursuant to Section 8.3 below) shall be effective and valid unless and until the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord (and, if applicable, its lender) in order to evidence assignee’s assumption of all obligations of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer sublease or pledge mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, transfer or pledgeand Landlord’s written approval shall be required in all such instances. No consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to this Section 8.1 or Section 8.3, sublease shall be deemed to release either or both of (A) Tenant from its obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under this Lease; and (y) except as otherwise expressly provided in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities under the Guaranty.
Appears in 1 contract
Samples: Datalink Corp
Prohibition. Tenant acknowledges that shall not assign, mortgage, hypothecate, encumber, grant any license or concession, pledge or otherwise transfer this Lease and the Rent due under this Lease have been agreed to by Landlord (collectively, "assignment"), in reliance upon (a) Tenant’s reputation and creditworthiness, (b) the Guarantor’s execution and delivery of the Guaranty (defined whole or in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth in Section 1.7 above; therefore, except as expressly permitted below in this Section 8, Tenant shall notpart, whether voluntarily, voluntarily or involuntarily or by operation of law, assign nor sublet or otherwise transfer, mortgage, encumber or pledge permit occupancy by any person other than Tenant of all or any portion of its interest under this Lease. Any purported assignment, mortgage, transfer or pledge requiring, but made without, the Premises without in each instance first obtaining the prior written consent of Landlord, and where applicablewhich consent shall not be unreasonably withheld or delayed, Landlord’s lender, but which shall be absolutely null and void. No assignment subject to the provisions of this Section 15. Tenant hereby agrees that Landlord may withhold its consent to any proposed sublease or assignment if at the time of Tenant's request for Landlord's consent to any proposed assignee or subtenant (i) Tenant is in default of its obligations under this Lease beyond applicable notice and cure periods, or (including one ii) the use to be made of the Premises by the proposed assignee or subtenant differs from the uses permitted pursuant under this Lease. Tenant further agrees that Landlord may withhold its consent to Section 8.3 any proposed sublease or assignment if the proposed subtenant or assignee or its business is subject to compliance with additional requirements of the ADA (defined below) for which Landlord would be responsible hereunder and/or Environmental Laws (defined below) beyond those requirements which are applicable to Tenant, unless the proposed subtenant or assignee shall be effective (a) first deliver plans and valid unless specifications for complying with such additional ADA requirements and/or Environmental Laws and until obtain Landlord's written consent thereto, and (b) comply with all Landlord's reasonable conditions for or contained in such consent, including without limitation, requirements for security to assure the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord (and, if applicable, its lender) in order to evidence assignee’s assumption lien-free completion of all obligations of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer or pledge shall not constitute consent or approval of any subsequent assignment, mortgage, transfer or pledgesuch improvements. No consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to sublease shall constitute a waiver of the provisions of this Section 8.1 15, and all subsequent assignments or Section 8.3subleases may be made only with the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed, but which shall be deemed subject to release either or both the provisions of (A) Tenant from its obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under this Lease; and (y) except as otherwise expressly provided in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities under the Guaranty15.
Appears in 1 contract
Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s 's reputation and creditworthiness, (b) the Guarantor’s execution creditworthiness and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth in Section 1.7 SECTION 4 above; therefore, except as expressly permitted below in this Section 8, Tenant shall not, whether voluntarily, or by operation of law, or otherwise: (a) assign or otherwise transfertransfer this Lease; (b) sublet the Premises or any part thereof, or allow the same to be used or occupied by anyone other than Tenant;, if Tenant shall not remain liable to Landlord for all Tenant obligations, including those under Section 2.3 of the Lease; or (c) mortgage, encumber pledge, encumber, or pledge all otherwise hypothecate this Lease or the Premises, or any portion part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of its interest under this LeaseLandlord, which consent may be given or withheld in Landlord's sole, but reasonable, discretion. Any purported assignment, mortgage, transfer transfer, pledge or pledge requiring, but sublease made without, without the prior written consent of Landlord, and where applicable, Landlord’s lender, Landlord shall be absolutely null and void. No assignment of this Lease (including one permitted pursuant to Section 8.3 below) shall be effective and valid unless and until the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord (and, if applicable, its lender) Xxxxxxxx in order to evidence assignee’s 's assumption of all obligations of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer sublease or pledge mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, transfer or pledgeand Xxxxxxxx's written approval shall be required in all such instances. No Any consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to this Section 8.1 or Section 8.3, sublease shall not be deemed to release either or both of (A) Tenant from its obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under this Lease; and (y) except as otherwise expressly provided in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities under the Guaranty.
Appears in 1 contract
Samples: Acceptance Agreement (Datalink Corp)
Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s 's reputation and creditworthiness, (b) the Guarantor’s execution creditworthiness and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth in Section 1.7 4 above; therefore, except as expressly permitted below in this Section 8, Tenant shall not, whether voluntarily, or by operation of law, or otherwise: (a) assign or otherwise transfertransfer this Lease; (b) sublet the Premises or any part thereof, or allow the same to be used or occupied by anyone other than Tenant;, if Tenant shall not remain liable to Landlord for all Tenant obligations, including those under Section 2.3 of the Lease; or (c) mortgage, encumber pledge, encumber, or pledge all otherwise hypothecate this Lease or the Premises, or any portion part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of its interest under this LeaseLandlord, which consent may be given or withheld in Landlord's sole, but reasonable, discretion. Any purported assignment, mortgage, transfer transfer, pledge or pledge requiring, but sublease made without, without the prior written consent of Landlord, and where applicable, Landlord’s lender, Landlord shall be absolutely null and void. No assignment of this Lease (including one permitted pursuant to Section 8.3 below) shall be effective and valid unless and until the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord (and, if applicable, its lender) in order to evidence assignee’s 's assumption of all obligations of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer sublease or pledge mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, transfer or pledgeand Landlord's written approval shall be required in all such instances. No Any consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to this Section 8.1 or Section 8.3, sublease shall not be deemed to release either or both of (A) Tenant from its obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under this Lease; and (y) except as otherwise expressly provided in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities under the Guaranty.
Appears in 1 contract
Samples: Acceptance Agreement (Datalink Corp)
Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s Xxxxxx's reputation and creditworthiness, (b) the Guarantor’s execution creditworthiness and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth in Section 1.7 4 above; therefore, except as expressly permitted below in this Section 8, Tenant shall not, whether voluntarily, or by operation of law, or otherwise: (a) assign or otherwise transfertransfer this Lease (except to an entity having a net worth at least equal to Xxxxxx's net worth, as of the date hereof, a certification as to which was provided by Tenant in favor of Landlord as of the date hereof, ("Tenant's Net Worth") and which entity proposes to engage in a use allowed pursuant to Section 1.7, in which case Tenant shall provide Landlord with not less than thirty (30) days prior written notice of such assignment including, a certification as to such assignee's net worth and proposed use executed by Xxxxxx and assignee, but need not obtain Landlord's consent); (b) sublet the Premises or any part thereof, or allow the same to be used or occupied by anyone other than Tenant; provided, however, that Tenant may, without the necessity of Landlord's consent and upon not less than thirty (30) days prior written notice to Landlord identifying the sublessee and terms of the sublease, sublet (i) up to twenty-five percent (25%) of the Premises to not more than two (2) sublessees who propose(s) to engage in a use allowed pursuant to Sections 1.7 and 4.1; or (ii) to a single entity with a net worth at least equal to Tenant's Net Worth provided that Tenant provides a written certification executed by Tenant and the sublessee together with its notice of its intention to sublet certifying as to such sublessee's net worth; or (c) mortgage, encumber pledge, encumber, or pledge all otherwise hypothecate this Lease or the Premises, or any portion part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of its interest under this LeaseLandlord, which consent may be withheld for any or no reason to the extent that an assignee or sublessee's proposed use of the Premises is not a permitted use pursuant to Section 1.7 or prohibited by Section 4.1, but shall not otherwise be unreasonably withheld. Any purported assignment, mortgage, transfer transfer, pledge or pledge requiring, but sublease made without, without the prior written consent of Landlord, and where applicable, Landlord’s lender, Landlord shall be absolutely null and voidvoid and of no legal force or effect. No assignment of this Lease (including one permitted pursuant to Section 8.3 below) shall be effective and valid unless and until the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord (and, if applicable, its lender) Xxxxxxxx in order to evidence assignee’s 's assumption of all obligations of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer sublease or pledge mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, transfer or pledgeand Xxxxxxxx's written approval shall be required in all such instances. No Any consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to this Section 8.1 or Section 8.3, sublease shall not be deemed to release either or both of (A) Tenant from its obligations obligation hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under this Lease. Landlord shall not be deemed to have unreasonably withheld its consent to a proposed assignment of this Lease or to a proposed sublease of part or all of the Premises if its consent is withheld because: (i) Tenant is then in default hereunder beyond applicable notice and cure periods; and (yii) except as otherwise expressly provided in Section 2.5.4.5 aboveeither the portion of the Premises which Tenant proposes to sublease, Guarantor shall remain fully liable for performance and satisfaction or the remaining portion of all the Premises, or means of ingress or egress to either the portion of the Premises which Tenant proposes to sublease or the remaining portion of the Premises, or the proposed use of the Premises or any portion thereof by the proposed assignee or subtenant, (A) will violate any laws or (B) will impose any obligation upon Landlord or increase Landlord's obligations and liabilities under any laws to the extent that the cost of such increased obligation is not passed through to Tenant or such subtenant or assignee; (iii) the proposed assignee or subtenant is not sufficiently financially responsible to perform its obligations under the Guarantyproposed assignment or sublease; or (iv) the proposed assignee or subtenant is a government (or subdivision or agency thereof); provided, however, that the foregoing are merely examples of reasons for which Landlord may withhold its consent and shall not be deemed exclusive of any permitted reasons for reasonably withholding consent, whether similar or dissimilar to the foregoing examples.
Appears in 1 contract
Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s 's reputation and creditworthiness, (b) the Guarantor’s execution creditworthiness and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth in Section 1.7 4 above; therefore, except as expressly permitted below in this Section 8, Tenant shall not, whether voluntarily, or by operation of law, or otherwise: (a) assign or otherwise transfertransfer 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, encumber pledge, encumber, or pledge all otherwise hypothecate this Lease or the Premises, or any portion part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of its interest under this LeaseLandlord, which consent may be given or withheld in Landlord's sole, but reasonable, discretion. Any purported assignment, mortgage, transfer transfer, pledge or pledge requiring, but sublease made without, without the prior written consent of Landlord, and where applicable, Landlord’s lender, Landlord shall be absolutely null and void. No assignment of this Lease (including one permitted pursuant to Section 8.3 below) shall be effective and valid unless and until the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord (and, if applicable, its lender) in order to evidence assignee’s 's assumption of all obligations of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer sublease or pledge mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, transfer or pledgeand Landlord's written approval shall be required in all such instances. No consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to this Section 8.1 or Section 8.3, sublease shall be deemed to release either or both of (A) Tenant from its obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under this Lease; and (y) except as otherwise expressly provided in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities under the Guaranty.
Appears in 1 contract
Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s reputation and creditworthiness, (b) the Guarantor’s execution and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth in Section 1.7 above; therefore, except as expressly permitted below in this Section 8, Tenant shall not, whether voluntarilydirectly or indirectly, or by operation of law, assign or otherwise transfer, mortgage, encumber or pledge all or any portion of its interest under this Lease. Any purported assignment, mortgage, transfer or pledge requiring, but made without, without the prior written consent of Landlord, and where applicablepledge, mortgage or hypothecate this Lease or any interest herein. This Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant involuntarily or by operation of law without the prior written consent of Landlord’s lender. For purposes of this Lease, any of the following transfers on a cumulative basis shall be absolutely null and void. No constitute an assignment of this Lease that requires the prior written consent of Landlord: if Tenant is a corporation, the transfer of more than forty-nine percent (including one permitted pursuant to Section 8.3 below49%) of the stock of the corporation; if Tenant is a partnership, the transfer of more than forty-nine percent (49%) of the capital or profits interest in the partnership; if Tenant is a limited liability company, the transfer of more than forty-nine percent (49%) of the membership interests in the limited liability company or a change in the manager of the limited liability company, if any; and if Tenant is a trust, the transfer of more than forty-nine percent (49%) of the beneficial interest under the trust. Any of the foregoing acts without such prior written consent of Landlord shall be effective void and valid unless and until shall, at the assignee executes and delivers option of Landlord, constitute a default that entitles Landlord to Landlord any and all documentation reasonably required terminate this Lease. Tenant agrees that the instrument by Landlord (and, if applicable, its lender) in order to evidence assignee’s assumption of all obligations of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer or pledge shall not constitute consent or approval of any subsequent assignment, mortgage, transfer or pledge. No consent by Landlord (and, if applicable, its lender) to which any assignment or sublease to which Landlord consents is accomplished shall expressly provide that the assignee or subtenant will perform all of the covenants to be performed by Tenant under this Lease (in the case of a sublease, whether pursuant only insofar as such covenants relate to this Section 8.1 the portion of the Premises subject to such sublease) as and when performance is due after the effective date of the assignment or Section 8.3, sublease and that Landlord will have the right to enforce such covenants directly against such assignee or subtenant. Any purported assignment or sublease without an instrument containing the foregoing provisions shall be deemed to release either or both of (A) Tenant from its obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) void. Tenant shall in all cases remain fully liable for the performance and satisfaction by any assignee or subtenant of all obligations and liabilities under this Lease; and (y) except as otherwise expressly provided in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities under the Guarantysuch covenants.
Appears in 1 contract
Samples: Industrial Lease (Foster L B Co)
Prohibition. Tenant acknowledges that shall not assign, sublease, transfer or encumber this Lease or any interest therein, without the consent of Landlord first being obtained, which consent will not be unreasonably withheld or delayed provided that: (1) Tenant provides written notice to Landlord at least 30 days prior to such assignment or subletting setting forth the details of the proposed assignment or sublease; (2) Landlord declines to exercise its rights under Section 17.2; (3) the proposed transferee (a "Transferee") is engaged in a business and the portion of the Premises will be used for the use permitted under Article 4 of this Lease and in a manner which is in keeping with the Rent due under this Lease have been agreed then standards of the Building and does not conflict with any exclusive use rights granted to any other tenant of the Building, and such use will not, in Landlord's reasonable opinion, materially increase parking or occupancy loads; (4) the Transferee has reasonable financial worth in light of the responsibilities involved; (5) Tenant is not in default at the time it makes its request; (6) the Transferee is not a tenant or currently negotiating a lease with Landlord in any building owned by Landlord in reliance upon (a) Tenant’s reputation and creditworthiness, (b) adjacent to the Guarantor’s execution and delivery of the Guaranty (defined in Section 20.2)Building; and (c7) upon the continued operation rent to be paid by the Transferee is not less than 85% of the Premises rental rate then being offered by Tenant Landlord for similar space in the particular use set forth Building. Any one or more (in Section 1.7 above; therefore, except as expressly permitted below the aggregate) transfers of more than a twenty percent (20%) interest in this Section 8, the Tenant shall not, whether voluntarily, or by operation of law, assign or otherwise transfer, mortgage, encumber or pledge all or any portion of its interest be deemed to be an assignment under this Lease. Any purported assignmentattempted assignment or sublease by Tenant in violation of the terms and covenants of this Article 17 shall be void. Notwithstanding anything contained in this Lease to the contrary, mortgageTenant may, transfer or pledge requiring, but made without, without the prior written consent of Landlord, and where applicable, Landlord’s lender, shall be absolutely null and void. No assignment of assign this Lease or sublease all or any part of the Premises to an affiliate of Tenant or to any company into which Tenant may be merged or consolidated or that acquires substantially all of the assets of Tenant (including one permitted pursuant an "Affiliated Transferee"). Any such Affiliated Transferee shall have a similar right to Section 8.3 below) assign this Lease without the prior consent of Landlord; provided, that in the event of any assignment or sublease to or from an Affiliated Transferee, Tenant shall be effective remain liable for the full and valid unless and until timely performance of the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord (and, if applicable, its lender) in order to evidence assignee’s assumption of all obligations of Tenant hereunderhereunder as contemplated by Section 17.4 below. Any consent An "affiliate" of Tenant shall mean any corporation which, directly or indirectly, controls, is controlled by Landlord (andor is under common control with Tenant or a successor corporation to Tenant by merger, if applicableconsolidation or non-bankruptcy reorganization. The word "control" in this context, its lender) including in the context of "controlled by" or "under common control with," with respect to any corporation, partnership or association shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policy of a particular assignmentcorporation, mortgage, transfer partnership or pledge shall not constitute consent or approval of any subsequent assignment, mortgage, transfer or pledge. No consent by Landlord (and, if applicable, its lender) to any assignment or subleaseassociation, whether pursuant to this Section 8.1 through the ownership of voting securities or Section 8.3, shall be deemed to release either by contract or both of (A) Tenant from its obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under this Lease; and (y) except as otherwise expressly provided in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities under the Guarantyotherwise.
Appears in 1 contract
Prohibition. Notwithstanding any other provisions of this Lease, except as set forth in this Article V, Tenant acknowledges covenants and agrees that it will not assign this Lease or sublet (which term, without limitation, shall include the granting of concessions, licenses, management arrangements and the Rent due under this Lease have been agreed like) the whole or any part of the Premises without, in each instance, having first received the express written consent of Landlord, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that in granting such consent, Landlord shall be entitled to by take into account all factors which a reasonable landlord would consider and, without limitation, Landlord may withhold such consent if Landlord determines in reliance upon the exercise of its reasonable business judgment that (a) Tenant’s reputation and creditworthinessthe proposed assignee or sublessee does not have the financial capacity to perform its obligations under this lease or the sublease, as the case may be, (b) the Guarantor’s execution proposed assignee or sublessee does not have a business reputation and delivery image consistent with the quality and image of the Guaranty (defined in Section 20.2); and Building, (c) upon the continued operation proposed assignee or sublessee is then engaged in negotiations with the Landlord for space in the Commercial Unit (or within the prior six (6) months has been so involved) or (d) the proposed assignee or sublessee is a governmental or quasi governmental agency or authority; and notwithstanding anything to the contrary herein, Landlord may withhold, in its sole discretion, its consent to a subletting of less than all the Premises. Any assignment of this Lease (which term shall include the sale or transfer of fifty percent (50%) or more of the stock in Tenant (other than in a Financing Transaction) as set forth below), or subletting of the whole or any part of the Premises (other than as permitted to a subsidiary or a controlling corporation as set forth below) by Tenant without Landlord's express consent shall be invalid, void and of no force or effect. In any case where Lxxxxxxx shall consent to such assignment or subletting, the Tenant named herein shall remain fully liable for the particular use obligations of Tenant hereunder, including, without limitation, the obligation to pay the Fixed Rent and other amounts provided under this Lease. Any such request shall set forth forth, in Section 1.7 above; thereforedetail reasonably satisfactory to Landlord, except the identification of the proposed assignee or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the rent or any other consideration to be paid in respect thereto and such request shall be treated as expressly permitted below Tenant's warranty in respect of the information submitted therewith. For the avoidance of doubt, any sale of the capital stock of the Tenant in any transaction or series of related transactions the goal of which is to finance the ongoing business and operations of the Tenant and which involve professional investors who typically invest in businesses like Tenant (a “Financing Transaction”) shall not be deemed a sublease or assignment under this Section 8Article V, provided that the management of Tenant has not changed as a result of such a financing transaction.. It shall notbe a condition of the validity of any such assignment or subletting that the assignee or sublessee agrees directly with Landlord, whether voluntarilyin form satisfactory to Landlord, to be bound by all the obligations of Tenant hereunder, including, without limitation, the obligation to pay Fixed Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting, but such assignment or subletting shall not relieve the Tenant named herein of any of the obligations of Tenant hereunder, and Txxxxx shall remain fully liable therefor. In no event, however, shall Tenant assign this Lease or sublet the whole or any part of the Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to law, or with respect to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee's or sublessee's property by operation a court of lawcompetent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. Tenant shall, upon demand, reimburse Landlord for the reasonable legal fees and expenses incurred by Landlord in processing any request to assign this Lease or otherwise transfer, mortgage, encumber or pledge to sublet all or any portion of its interest the Premises up to a maximum of $2,500, whether or not Landlord agrees thereto, and if Tenant shall fail promptly so to reimburse Landlord, the same shall be a default in Tenant's monetary obligations under this Lease. Any purported assignmentWithout limiting Landlord's discretion to grant or withhold its consent to any proposed assignment or subletting, mortgageif Tenant requests Lxxxxxxx's consent to assign this Lease or sublet all or any portion of the Premises, transfer Landlord shall have the option, exercisable by written notice to Tenant given within twenty-one (21) days after Landlord's receipt of such request, to terminate this Lease as of the date specified in such notice for the entire Premises, in the case of an assignment or pledge requiring, but made without, subletting of the prior written consent of Landlordwhole, and where applicablefor the portion of the Premises, in the case of a subletting of a portion. In the event Landlord elects to exercise the foregoing recapture right, Tenant may, within five (5) days, elect to rescind its request to such assignment of subletting of the Premises and, if such rescission is timely exercised, Landlord’s lender, recapture shall be absolutely null ineffective and voidthis Lease shall continue in full force and effect, but Tenant may make such rescission only one (1) time during any twelve (12) month period. No In the event of termination in respect of a portion of the Premises, the portion so eliminated shall be delivered to Landlord on the date specified free and clear of all occupants and their effects, broom clean and in good order and condition in the manner provided in Section 4.2 at the end of the Lease Term and Tenant shall construct demising walls at Tenant's expense in accordance with specifications made by Landlord. To the extent necessary in Landlord's judgment, Landlord, at its own cost and expense, may have access to and may make modification to the Premises so as to make such portion delivered to Landlord a self-contained rental unit with access to common areas, elevators and the like. Fixed Rent, Txxxxx's Share and Tenant's Office Expenses Share and Tenant's Commercial Expenses Share (as hereinafter defined) shall be adjusted on a pro rata basis according to the extent of the Premises for which the Lease is terminated. Without limitation of the rights of Landlord hereunder in respect thereto, if there is any assignment of this Lease by Tenant for consideration or a subletting of the whole of the Premises by Txxxxx at a rent or other consideration which exceeds the rent payable hereunder by Txxxxx, or if there is a subletting of a portion of the Premises by Txxxxx at a rent in excess of the subleased portion's pro rata share of the rent payable hereunder by Txxxxx, then Tenant shall pay to Landlord, as additional rent, forthwith upon Txxxxx's receipt of the consideration (including or the cash equivalent thereof) therefor, 50% of any such excess. The provisions of this paragraph shall apply to each and every assignment of the Lease and each and every subletting of all or a portion of the Premises, whether to a subsidiary or controlling corporation of the Tenant or any other person, firm or entity, in each case on the terms and conditions set forth herein. For the purposes of this Section 5.1, the term “rent” shall mean all Fixed Rent, additional rent or other payments and/or consideration payable by one permitted pursuant party to another for the use and occupancy of all or a portion of the Premises. The provisions of this Section 8.3 below5.1 relating to the necessity of Landlord's prior consent shall not, however, be applicable to an assignment of this Lease by Tenant to a subsidiary (for such period of time as the stock of such subsidiary continues to be owned by Tenant, it being agreed that the subsequent sale or transfer of the stock of such subsidiary (in any transaction or series of transactions other than a Financing Transaction) that results in Tenant holding less than fifty percent (50%) of the capital stock of such subsidiary shall be effective treated as if such sale or transfer were, for all purposes, an assignment of this Lease governed by the provisions of this Section 5.1) or controlling corporation, provided (and valid unless and until it shall be a condition of the assignee executes and delivers validity of any such assignment) that such subsidiary or controlling corporation agree directly with Landlord to Landlord any and be bound by all documentation reasonably required by Landlord (and, if applicable, its lender) in order to evidence assignee’s assumption of all the obligations of Tenant hereunder. Any consent by Landlord (and, if applicableincluding, its lender) without limitation, the obligation to a particular pay the rent and other amounts provided for under this Lease, the covenant to use the Premises only for the purposes specifically permitted under this Lease and the covenant against further assignment, mortgage, transfer or pledge ; but such assignment shall not constitute consent or approval relieve Tenant herein named of any subsequent assignment, mortgage, transfer or pledge. No consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to this Section 8.1 or Section 8.3, shall be deemed to release either or both of (A) Tenant from its obligations hereunder hereunder, and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction therefor. For purposes of all obligations and liabilities under this Lease; , if Tenant is a corporation, the sale or transfer of fifty percent (50%) or more of the stock of Tenant (whether such sale or transfer occurs at one time or at intervals so that, in the aggregate, over the term of this Lease, such a transfer shall have occurred) shall be treated as if such sale or transfer were, for all purposes, an assignment of this Lease and (yshall be governed by the provisions of this Section 5.1 unless such transaction(s) except constitute a Finacing Transaction. To enable Landlord to determine ownership of Tenant, Txxxxx agrees to furnish to Landlord, from time to time and promptly after Landlord's request therefor, an accurate listing of the holders of its stock and/or the holders of the stock of any subsidiary/assignee or subsidiary/sublessee as otherwise expressly provided in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance of the date of the execution of this Lease and/or as of the date of Landlord's request. Lxxxxxxx agrees that it will enter into a non-disclosure agreement mutually acceptable to both Landlord and satisfaction Tenant before obtaining any of all obligations and liabilities under the GuarantyTenant’s confidential information hereunder.
Appears in 1 contract
Samples: Paratek Pharmaceuticals, Inc.
Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s reputation and creditworthiness, (b) the Guarantor’s execution creditworthiness and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth described in Section 1.7 4.1 above; therefore, except as expressly permitted below in this Section 8, Tenant shall not, whether voluntarily, or by operation of law, or otherwise: (a) assign or otherwise transfertransfer 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, encumber pledge, encumber, or pledge all otherwise hypothecate this Lease or the Premises, or any portion part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of its interest under this LeaseLandlord, which consent may be given or withheld in Landlord’s sole, but reasonable, discretion. Any purported assignment, mortgage, transfer transfer, pledge or pledge requiring, but sublease made without, without the prior written consent of Landlord, and where applicable, Landlord’s lender, Landlord shall be absolutely null and void. No assignment of this Lease (including one permitted pursuant to Section 8.3 below) shall be effective and valid unless and until the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord (and, if applicable, its lender) in order to evidence assignee’s assumption of all obligations of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer sublease or pledge mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, transfer or pledgeand Landlord’s written approval shall be required in all such instances. No consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to this Section 8.1 or Section 8.3, sublease shall be deemed to release either or both of (A) Tenant from its obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under this Lease; and (y) except as otherwise expressly provided in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities under the Guaranty.
Appears in 1 contract
Samples: Zars Inc/Ut
Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s reputation and creditworthiness, (b) the Guarantor’s execution creditworthiness and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth described in Section 1.7 4.1 above; therefore, except as expressly permitted below in this Section 8, Tenant shall not, whether voluntarily, or by operation of law, or otherwise: (a) assign or otherwise transfertransfer 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, encumber pledge, encumber, or pledge all otherwise hypothecate this Lease or the Premises, or any portion part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of its interest under this LeaseLandlord, which consent may be given or withheld in Landlord’s sole discretion. Any purported assignment, mortgage, transfer transfer, pledge or pledge requiring, but sublease made without, without the prior written consent of Landlord, and where applicable, Landlord’s lender, Landlord shall be absolutely null and void. No assignment of this Lease (including one permitted pursuant to Section 8.3 below) shall be effective and valid unless and until the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord (and, if applicable, its lender) in order to evidence assignee’s assumption of all obligations of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer sublease or pledge mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, transfer or pledge. No consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to this Section 8.1 or Section 8.3, and Landlord’s written approval shall be deemed to release either or both of (A) Tenant from its obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of required in all obligations and liabilities under this Lease; and (y) except as otherwise expressly provided in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities under the Guaranty.such
Appears in 1 contract
Samples: Liquidity Services Inc
Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s 's reputation and creditworthiness, (b) the Guarantor’s execution creditworthiness and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth in Section 1.7 4 above; therefore, except as expressly permitted below in this Section 8, Tenant shall not, whether voluntarily, or by operation of law, or otherwise: (a) assign or otherwise transfertransfer 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, encumber pledge, encumber, or pledge all otherwise hypothecate this Lease or the Premises, in any portion manner whatsoever, without in each instance obtaining the prior written consent of its interest under this LeaseLandlord, which consent shall not be unreasonably withheld or delayed. Any purported assignment, mortgage, transfer transfer, pledge or pledge requiring, but sublease made without, without the prior written consent of Landlord, and where applicable, Landlord’s lender, Landlord shall be absolutely null and voidvoid and of no legal force or effect. No assignment of this Lease (including one permitted pursuant to Section 8.3 below) shall be effective and valid unless and until the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord (and, if applicable, its lender) in order to evidence assignee’s 's assumption of all obligations of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer sublease or pledge mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, transfer or pledgeand Landlord's written approval shall be required in all such instances. No Any consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to this Section 8.1 or Section 8.3, sublease shall not be deemed to release either or both of (A) Tenant from its obligations obligation hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under this Lease; and (y) except as otherwise expressly provided in . Any violation of the provisions of this Section 2.5.4.5 above, Guarantor 8.1 shall remain fully liable for performance and satisfaction of all obligations and liabilities constitute a default under the Guarantythis Lease.
Appears in 1 contract
Samples: Sparta Foods Inc
Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s 's reputation and creditworthiness, (b) the Guarantor’s execution creditworthiness and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth in Section 1.7 4 above; therefore, except as expressly permitted below in this Section 8, Tenant shall not, whether voluntarily, or by operation of law, or otherwise: (a) assign or otherwise transfertransfer 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, encumber pledge, encumber, or pledge all otherwise hypothecate this Lease or the Premises, or any portion part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of its interest under this LeaseLandlord, which consent may be given or withheld in Landlord's sole, but reasonable, discretion. Any purported assignment, mortgage, transfer transfer, pledge or pledge requiring, but sublease made without, without the prior written consent of Landlord, and where applicable, Landlord’s lender, Landlord shall be absolutely null and void. No assignment of this Lease (including one permitted pursuant to Section 8.3 below) shall be effective and valid unless and until the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord (and, if applicable, its lender) in order to evidence assignee’s 's assumption of all obligations of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer sublease or pledge mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, transfer or pledgeand Landlord's written approval shall be required in all such instances. No Any consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to this Section 8.1 or Section 8.3, sublease shall not be deemed to release either or both of (A) Tenant from its obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under this Lease; and (y) except as otherwise expressly provided in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities under the Guaranty.
Appears in 1 contract
Samples: Intest Corp
Prohibition. Tenant acknowledges that shall not assign, convey, mortgage, pledge, ----------- encumber or otherwise transfer this Lease and or any interest therein, sublet the Rent due under this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s reputation and creditworthinessPremises or any part thereof, (b) or permit the Guarantor’s execution and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation use or occupancy of the Premises or any part thereof by Tenant for the particular use set forth in Section 1.7 above; thereforeanyone other than Tenant, except as expressly permitted below in this Section 8without receiving Landlord's prior written consent, Tenant which consent shall not, whether voluntarily, not be unreasonably withheld or delayed. A transfer by operation of law, assign merger or otherwise consolidation, or a change of any partnership interest in Tenant or in the ownership of the voting stock of Tenant or any direct or indirect parent of Tenant shall be deemed an assignment for purposes of this Paragraph 16. Any purported transfer, encumbrance, pledge, mortgage, encumber assignment or pledge subletting not in compliance herewith shall be void and of no force or effect. In the event of any assignment, subletting, transfer or occupancy by someone other than Tenant, whether or not expressly or impliedly approved by Landlord, Tenant shall, nevertheless, at all or any portion times, remain fully responsible and jointly and severally liable for the payment of its interest the rent and for compliance with all other obligations imposed upon Tenant under the terms, provisions and covenants of this Lease. Any purported assignmentassignment or sublease shall contain a provision whereby the assignee or subtenant agrees to comply with and be bound by all of the terms, mortgagecovenants, transfer or pledge requiringconditions, but made without, the prior written consent of Landlord, provisions and where applicable, Landlord’s lender, shall be absolutely null and void. No assignment agreements of this Lease (including one permitted pursuant to Section 8.3 below) the extent applicable, and Tenant shall be effective deliver to Landlord, promptly after execution, an executed copy of each assignment or sublease and valid unless an agreement of compliance by each assignee or subtenant. Any sublease shall also contain a provision that in the event of default by Tenant hereunder and until the assignee executes and delivers a termination of this Lease by Landlord, such subtenant shall, at Landlord's option, attorn to Landlord any and all documentation reasonably required by as if Landlord (and, if applicable, its lender) in order to evidence assignee’s assumption of all obligations of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer or pledge shall not constitute consent or approval of any subsequent assignment, mortgage, transfer or pledge. No consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to this Section 8.1 or Section 8.3, shall be deemed to release either or both of (A) Tenant from its obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under this Lease; and (y) except as otherwise expressly provided in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities were the lessor under the Guarantysublease.
Appears in 1 contract
Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s 's reputation and creditworthiness, (b) the Guarantor’s execution creditworthiness and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth in Section 1.7 SECTION 4 above; therefore, except as expressly permitted below in this Section 8, Tenant shall not, whether voluntarily, or by operation of law, or otherwise: (a) assign or otherwise transfertransfer 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, encumber pledge, encumber, or pledge all otherwise hypothecate this Lease or the Premises, or any portion part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of its interest under this LeaseLandlord, which consent may be given or withheld in Landlord's sole, but reasonable, discretion. Any purported assignment, mortgage, transfer transfer, pledge or pledge requiring, but sublease made without, without the prior written consent of Landlord, and where applicable, Landlord’s lender, Landlord shall be absolutely null and void. No assignment of this Lease (including one permitted pursuant to Section 8.3 below) shall be effective and valid unless and until the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord (and, if applicable, its lender) in order to evidence assignee’s 's assumption of all obligations of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer sublease or pledge mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, transfer or pledgeand Landlord's written approval shall be required in all such instances. No consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to this Section 8.1 or Section 8.3, sublease shall be deemed to release either or both of (A) Tenant from its obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under this Lease; and (y) except as otherwise expressly provided in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities under the Guaranty.
Appears in 1 contract
Samples: Protarga Inc
Prohibition. Tenant acknowledges that this Lease and the ----------- Rent due under this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s 's reputation and creditworthiness, (b) the Guarantor’s execution creditworthiness and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth described in Section 1.7 4.1 above; therefore, except as expressly permitted below in this Section 8, Tenant shall not, whether voluntarily, or by operation of law, or otherwise: (a) assign or otherwise transfertransfer 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, encumber pledge, encumber, or pledge all otherwise hypothecate this Lease or the Premises, or any portion part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of its interest under this LeaseLandlord, which consent may be given or withheld in Landlord's sole, but reasonable, discretion. Any purported assignment, mortgage, transfer transfer, pledge or pledge requiring, but sublease made without, without the prior written consent of Landlord, and where applicable, Landlord’s lender, Landlord shall be absolutely null and void. No assignment of this Lease (including one permitted pursuant to Section 8.3 below) shall be effective and valid unless and until the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord (and, if applicable, its lender) in order to evidence assignee’s 's assumption of all obligations of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer sublease or pledge mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, transfer or pledgeand Landlord's written approval shall be required in all such instances. No consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to this Section 8.1 or Section 8.3, sublease shall be deemed to release either or both of (A) Tenant from its obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under this Lease; and (y) except as otherwise expressly provided in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities under the Guaranty.
Appears in 1 contract
Samples: Data Call Technologies
Prohibition. Notwithstanding any other provisions of this Lease, except as set forth in this Article V, Tenant acknowledges covenants and agrees that it will not assign this Lease or sublet (which term, without limitation, shall include the granting of concessions, licenses, management arrangements and the Rent due under this Lease have been agreed like) the whole or any part of the Premises without, in each instance, having first received the express written consent of Landlord, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that in granting such consent, Landlord shall be entitled to by take into account all factors which a reasonable landlord would consider and, without limitation, Landlord may withhold such consent if Landlord determines in reliance upon the exercise of its reasonable business judgment that (a) Tenant’s reputation and creditworthinessthe proposed assignee or sublessee does not have the financial capacity to perform its obligations under this lease or the sublease, as the case may be, (b) the Guarantor’s execution proposed assignee or sublessee does not have a business reputation and delivery image consistent with the quality and image of the Guaranty (defined in Section 20.2); and Building, (c) upon the continued operation proposed assignee or sublessee is then engaged in negotiations with the Landlord for space in the Commercial Unit (or within the prior six (6) months has been so involved) or (d) the proposed assignee or sublessee is a governmental or quasi governmental agency or authority; and notwithstanding anything to the contrary herein, Landlord may withhold, in its sole discretion, its consent to a subletting of less than all the Premises. Any assignment of this Lease (which term shall include the sale or transfer of fifty percent (50%) or more of the stock in Tenant (other than in a Financing Transaction) as set forth below), or subletting of the whole or any part of the Premises (other than as permitted to a subsidiary or a controlling corporation as set forth below) by Tenant without Landlord's express consent shall be invalid, void and of no force or effect. In any case where Lxxxxxxx shall consent to such assignment or subletting, the Tenant named herein shall remain fully liable for the particular use obligations of Tenant hereunder, including, without limitation, the obligation to pay the Fixed Rent and other amounts provided under this Lease. Any such request shall set forth forth, in Section 1.7 above; thereforedetail reasonably satisfactory to Landlord, except the identification of the proposed assignee or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the rent or any other consideration to be paid in respect thereto and such request shall be treated as expressly permitted below Tenant's warranty in respect of the information submitted therewith. For the avoidance of doubt, any sale of the capital stock of the Tenant in any transaction or series of related transactions the goal of which is to finance the ongoing business and operations of the Tenant and which involve professional investors who typically invest in businesses like Tenant (a “Financing Transaction”) shall not be deemed a sublease or assignment under this Section 8Article V, provided that the management of Tenant has not changed as a result of such a financing transaction. It shall notbe a condition of the validity of any such assignment or subletting that the assignee or sublessee agrees directly with Landlord, whether voluntarilyin form satisfactory to Landlord, to be bound by all the obligations of Tenant hereunder, including, without limitation, the obligation to pay Fixed Rent and other amounts provided for under this Lease and the covenant against further assignment and subletting, but such assignment or subletting shall not relieve the Tenant named herein of any of the obligations of Tenant hereunder, and Txxxxx shall remain fully liable therefor. In no event, however, shall Tenant assign this Lease or sublet the whole or any part of the Premises to a proposed assignee or sublessee which has been judicially declared bankrupt or insolvent according to law, or with respect to which an assignment has been made of property for the benefit of creditors, or with respect to which a receiver, guardian, conservator, trustee in involuntary bankruptcy or similar officer has been appointed to take charge of all or any substantial part of the proposed assignee's or sublessee's property by operation a court of lawcompetent jurisdiction, or with respect to which a petition has been filed for reorganization under any provisions of the Bankruptcy Code now or hereafter enacted, or if a proposed assignee or sublessee has filed a petition for such reorganization, or for arrangements under any provisions of the Bankruptcy Code now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts. Tenant shall, upon demand, reimburse Landlord for the reasonable legal fees and expenses incurred by Landlord in processing any request to assign this Lease or otherwise transfer, mortgage, encumber or pledge to sublet all or any portion of its interest the Premises up to a maximum of $2,500, whether or not Landlord agrees thereto, and if Tenant shall fail promptly so to reimburse Landlord, the same shall be a default in Tenant's monetary obligations under this Lease. Any purported assignmentWithout limiting Landlord's discretion to grant or withhold its consent to any proposed assignment or subletting, mortgageif Tenant requests Lxxxxxxx's consent to assign this Lease or sublet all or any portion of the Premises, transfer Landlord shall have the option, exercisable by written notice to Tenant given within twenty-one (21) days after Landlord's receipt of such request, to terminate this Lease as of the date specified in such notice for the entire Premises, in the case of an assignment or pledge requiring, but made without, subletting of the prior written consent of Landlordwhole, and where applicablefor the portion of the Premises, in the case of a subletting of a portion. In the event Landlord elects to exercise the foregoing recapture right, Tenant may, within five (5) days, elect to rescind its request to such assignment of subletting of the Premises and, if such rescission is timely exercised, Landlord’s lender, recapture shall be absolutely null ineffective and voidthis Lease shall continue in full force and effect, but Tenant may make such rescission only one (1) time during any twelve (12) month period. No In the event of termination in respect of a portion of the Premises, the portion so eliminated shall be delivered to Landlord on the date specified free and clear of all occupants and their effects, broom clean and in good order and condition in the manner provided in Section 4.2 at the end of the Lease Term and Tenant shall construct demising walls at Tenant's expense in accordance with specifications made by Landlord. To the extent necessary in Landlord's judgment, Landlord, at its own cost and expense, may have access to and may make modification to the Premises so as to make such portion delivered to Landlord a self-contained rental unit with access to common areas, elevators and the like. Fixed Rent, Txxxxx's Share and Tenant's Office Expenses Share and Tenant's Commercial Expenses Share (as hereinafter defined) shall be adjusted on a pro rata basis according to the extent of the Premises for which the Lease is terminated. Without limitation of the rights of Landlord hereunder in respect thereto, if there is any assignment of this Lease by Tenant for consideration or a subletting of the whole of the Premises by Txxxxx at a rent or other consideration which exceeds the rent payable hereunder by Txxxxx, or if there is a subletting of a portion of the Premises by Txxxxx at a rent in excess of the subleased portion's pro rata share of the rent payable hereunder by Txxxxx, then Tenant shall pay to Landlord, as additional rent, forthwith upon Txxxxx's receipt of the consideration (including or the cash equivalent thereof) therefor, 50% of any such excess. The provisions of this paragraph shall apply to each and every assignment of the Lease and each and every subletting of all or a portion of the Premises, whether to a subsidiary or controlling corporation of the Tenant or any other person, firm or entity, in each case on the terms and conditions set forth herein. For the purposes of this Section 5.1, the term “rent” shall mean all Fixed Rent, additional rent or other payments and/or consideration payable by one permitted pursuant party to another for the use and occupancy of all or a portion of the Premises. The provisions of this Section 8.3 below5.1 relating to the necessity of Landlord's prior consent shall not, however, be applicable to an assignment of this Lease by Tenant to a subsidiary (for such period of time as the stock of such subsidiary continues to be owned by Tenant, it being agreed that the subsequent sale or transfer of the stock of such subsidiary (in any transaction or series of transactions other than a Financing Transaction) that results in Tenant holding less than fifty percent (50%) of the capital stock of such subsidiary shall be effective treated as if such sale or transfer were, for all purposes, an assignment of this Lease governed by the provisions of this Section 5.1) or controlling corporation, provided (and valid unless and until it shall be a condition of the assignee executes and delivers validity of any such assignment) that such subsidiary or controlling corporation agree directly with Landlord to Landlord any and be bound by all documentation reasonably required by Landlord (and, if applicable, its lender) in order to evidence assignee’s assumption of all the obligations of Tenant hereunder. Any consent by Landlord (and, if applicableincluding, its lender) without limitation, the obligation to a particular pay the rent and other amounts provided for under this Lease, the covenant to use the Premises only for the purposes specifically permitted under this Lease and the covenant against further assignment, mortgage, transfer or pledge ; but such assignment shall not constitute consent or approval relieve Tenant herein named of any subsequent assignment, mortgage, transfer or pledge. No consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to this Section 8.1 or Section 8.3, shall be deemed to release either or both of (A) Tenant from its obligations hereunder hereunder, and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction therefor. For purposes of all obligations and liabilities under this Lease; , if Tenant is a corporation, the sale or transfer of fifty percent (50%) or more of the stock of Tenant (whether such sale or transfer occurs at one time or at intervals so that, in the aggregate, over the term of this Lease, such a transfer shall have occurred) shall be treated as if such sale or transfer were, for all purposes, an assignment of this Lease and (yshall be governed by the provisions of this Section 5.1 unless such transaction(s) except constitute a Finacing Transaction. To enable Landlord to determine ownership of Tenant, Txxxxx agrees to furnish to Landlord, from time to time and promptly after Landlord's request therefor, an accurate listing of the holders of its stock and/or the holders of the stock of any subsidiary/assignee or subsidiary/sublessee as otherwise expressly provided in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance of the date of the execution of this Lease and/or as of the date of Landlord's request. Lxxxxxxx agrees that it will enter into a non-disclosure agreement mutually acceptable to both Landlord and satisfaction Tenant before obtaining any of all obligations and liabilities under the GuarantyTenant’s confidential information hereunder.
Appears in 1 contract
Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s 's reputation and creditworthiness, (b) the Guarantor’s execution creditworthiness and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth use. described in Section 1.7 4 above; therefore, except as expressly permitted below in this Section 8, Tenant shall not, whether voluntarily, or by operation of law, or otherwise: (a) assign or otherwise transfertransfer 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, encumber pledge, encumber, or pledge all otherwise hypothecate this Lease or the Premises, or any portion part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of its interest under this LeaseLandlord, which consent may be given or withheld in Landlord's sole, but reasonable, discretion. Any purported assignment, mortgage, transfer transfer, pledge or pledge requiring, but sublease made without, without the prior written consent of Landlord, and where applicable, Landlord’s lender, Landlord shall be absolutely null and void. No assignment of this Lease (including one permitted pursuant to Section 8.3 below) shall be effective and valid unless and until the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord (and, if applicable, its lender) in order to evidence assignee’s 's assumption of all obligations of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer sublease or pledge mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, transfer or pledgeand Landlord' s written approval shall be required in all such instances. No No. consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to this Section 8.1 or Section 8.3, sublease shall be deemed to release either or both of (A) Tenant from its obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under this Lease; and (y) except as otherwise expressly provided in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities under the Guaranty.
Appears in 1 contract
Samples: Wentworth Ii Inc
Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s reputation and creditworthiness, (b) the Guarantor’s execution and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth in Section 1.7 above; therefore, except as expressly permitted below in this Section 8, Tenant shall not, whether voluntarily, or by operation of law, assign or otherwise transfer, mortgage, encumber or pledge all or any portion of its interest under this Lease. Any purported assignment, mortgage, transfer or pledge requiring, but made without, the prior written consent of Landlord, and where applicable, Landlord’s lender, shall be absolutely null and void. No assignment of this Lease (including one permitted pursuant to Section 8.3 below) shall be effective and valid unless and until the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord (and, if applicable, its lender) in order to evidence assignee’s assumption of all obligations of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer or pledge shall not constitute consent or approval of any subsequent assignment, mortgage, transfer or pledge. No consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to this Section 8.1 or Section 8.3, shall be deemed to release either or both of (A) Tenant from its obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under this Lease; and (y) except Except as otherwise expressly provided in Section 2.5.4.5 abovethis Article 16, Guarantor Tenant shall remain fully liable not sell, assign, transfer, hypothecate, mortgage, encumber, grant concessions or licenses, sublet, or otherwise dispose of any interest in this Lease or the Premises, by operation of law or otherwise, without Landlord's prior written consent, which consent Landlord shall not unreasonably withhold or delay. Any consent granted by Landlord in any instance will not be construed to constitute a consent with respect to any other instance or request. If the Premises or any part thereof should are sublet, used, or occupied by anyone other than Tenant, or if this Lease is assigned by Tenant, Landlord will have the right to collect rent from the assignee, subtenant, user or occupant, but no such assignment, subletting, use, occupancy or collection will be deemed (i) a waiver of any of Landlord's rights or Tenant's obligations under this Article 16, (ii) the acceptance of such assignee, subtenant, user or occupant as tenant, or (iii) a release of Tenant from the performance of any its obligations under this Lease. Notwithstanding the foregoing, Tenant shall have the right to sublet the Premises without Landlord's prior written consent to any third party company which is a party to a business contract with the Tenant for performance the supply or manufacturing of products, provided that (i) all provisions of this Article 16 except Sections 16.3, 16.5, 16.12 and satisfaction 16.16 will apply to such sublease and (ii) Tenant shall submit a written notice and a copy of all obligations and liabilities under the Guarantysublease to Landlord within five (5) days of such sublease.
Appears in 1 contract
Samples: Lease Agreement (Medicines Co /De)
Prohibition. Provided Tenant acknowledges that this Lease and the Rent due under this Lease have been agreed is not then in default, upon thirty (30) days' notice to by Landlord in reliance upon (a) Tenant’s reputation and creditworthiness, (b) the Guarantor’s execution and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth in Section 1.7 above; therefore, except as expressly permitted below in this Section 8Landlord, Tenant shall not, whether voluntarilyhave the right to assign this Lease, or by operation of law, assign or otherwise transfer, mortgage, encumber or pledge sublet all or any portion of the Premises, with Landlord's reasonable prior written approval. Landlord shall not withhold its interest approval of such transfer if (i) the transferee's proposed use of the Premises is consistent with a "first-class promotional retail center", transferee will be operating the proposed use in substantially all of the Premises (provided, however, that the foregoing clause shall not imply any greater requirement to operate than is otherwise described in Paragraph 7a hereof), and the proposed use is not a Restricted Use at the time of the proposed transfer, or an existing primary use of another tenant on the Property (where "primary use" shall mean such other tenant operates fifty percent (50%) or more of its floor area for such use or derives fifty percent (50%) or more of its Gross Sales from such use), and (ii) the proposed transferee has a reasonably acceptable net worth and business experience respecting its proposed use of the Premises. Tenant shall not require Landlord's approval, and shall be released from all obligations and liabilities accruing and arising under the Lease from and after the date of an assignment of the Lease, provided that Tenant notifies Landlord in writing as described in Paragraph 18(b) hereof, and provided that the assignee, in addition to satisfying the requirements of subpart (i) of this Paragraph 18(a) (A) has a net worth equal to or greater than One Million Three Hundred Thousand Dollars ($1,300,000.00), and (B) has earned a profit during each of the past three (3) full fiscal years in operating its retail business. If Tenant is not released because all of the foregoing criteria are not satisfied, Tenant shall remain fully responsible, and jointly and severally liable for the payment of the rent and for compliance with all other obligations imposed upon Tenant under the terms, provisions and covenants of the Lease, notwithstanding that Landlord approves the assignment. Any purported assignmentsingle transfer of, mortgageor successive transfers cumulating, transfer fifty percent (50%) or pledge requiring, but made without, more of the prior written consent of Landlord, and where applicable, Landlord’s lender, stock or ownership interest in Tenant shall be absolutely null and void. No an assignment of this Lease (including one permitted pursuant to Section 8.3 below) shall be effective and valid unless and until the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord (and, if applicable, its lender) in order to evidence assignee’s assumption for purposes of all obligations of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer or pledge shall not constitute consent or approval of any subsequent assignment, mortgage, transfer or pledge. No consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to this Section 8.1 or Section 8.3, shall be deemed to release either or both of (A) Tenant from its obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under this Lease; and (y) except as otherwise expressly provided in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities under the GuarantyParagraph 18.
Appears in 1 contract
Samples: Lease Agreement (Play Co Toys & Entertainment Corp)
Prohibition. Tenant acknowledges that shall not assign, mortgage, hypothecate, encumber, grant any license or concession, pledge or otherwise transfer this Lease and the Rent due under this Lease have been agreed to by Landlord (collectively, "assignment"), in reliance upon (a) Tenant’s reputation and creditworthiness, (b) the Guarantor’s execution and delivery of the Guaranty (defined whole or in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth in Section 1.7 above; therefore, except as expressly permitted below in this Section 8, Tenant shall notpart, whether voluntarily, voluntarily or involuntarily or by operation of law, assign nor sublet or otherwise transfer, mortgage, encumber or pledge permit occupancy by any person other than Tenant of all or any portion of its interest under this Lease. Any purported assignment, mortgage, transfer or pledge requiring, but made without, the Premises without first obtaining the prior written consent of L.indlord, wliicli'@Onscnt shall not be unreasonably withheld. Tenant hereby agrees that 1-uldlord may withhold its consent to any proposed sublease or assignment if die proposed sublessee or assignee or its business is subject to compliance with additional requirements of the ADA (defined below) and/or Environmental Laws (defined below) beyond those requirements which are applicable to Tenant, unless the proposed sublessee or assignee shall (a) first deliver plans and specifications for complying with such additional requirements and obtain Landlord's written consent thereto, and (b) comply with all Landlord's conditions for or contained in such consent, including without limitation, requirements for security to assure the lien-free completion of such improvements. If Tenant seeks to sublet or assign all or any portion of the Premises, Tenant shall deliver to Landlord at least thirty (30) days prior to the proposed commencement of the sublease or assignment (die "Proposed Effective Date") the following: (i) the name of the proposed assignee or sublessee; (ii) such infonnafion as to such assignee's or sublessee's financial responsibility and standing as Landlord may reasonably require; and (iii) the aforementioned plans and specifications, if any. Within ten (10) days after Landlord's receipt of a written request from Tenant that Tenant seeks to sublet or assign all or any portion of die Premises, Landlord shafl deliver to Tenant a copy of Landlord's standard form of sublease or assignment agreement (as applicable), which instrument shall be utilized for each proposed sublease or assignment (as applicable), and such instrument shall include a provision whereby the assignee or sublessee assumes all of Tenant's obligations hereunder and agrees to be bound by the terms hereof As Additional Rent hereunder, Tenant shall pay to Landlord a fee in the amount of five hundred dollars ($500) plus Tenant shall reimburse Landlord for actual legal and other expenses incurred by Landlord in connection with any actual or proposed assignment or subletting. In the event the sublease or assignment (1) by itself or taken together with prior sublease(s) or partial assignment(s) covers or totals, as the case may be, more thari twcnty-five percent (25%) of the rentable square feet of the Premises or (2) is for a term which by itself or taken together with prior or other subleases or partial assignments is greater dw fifty percent (501%) of the period remaining in the Term of this Lease as of the time of the Proposed Effecfive Date, then Landlord shall have the right, to be exercised by giving written notice to Tenant, to recapture the space described in the sublease or assignment. If such recapture notice is given, it shall serve to terminate this Lease with respect to the proposed sublease or assignment space, or, if die proposed sublease or assignment space covers all the Premises, it shall serve to terminate the entire term of this Lease in either case, as of the Proposed Effective Date. However, no termination of this Lease with respect to part or all of the Premises shall become effective without the prior written consent, where applicablenecessary, Landlord’s lenderof the holder of each deed of trust encumbering the Premises or any part thereof. If this Uasc is terminated pursuant to the foregoing with respect to less than the entire Premises, the Rent shall be adjusted on the basis of the proportion of square feet retained by Tenant to the square feet originally demised and this Lease as so amended shall continue thereafter in full force and effect. Each permitted assignee or sublesscc shall assume and be deemed to assume th@is Lease and shall be and remain liable jointly and severally with Tenant for payment of Rent and for the due performance of, and compliance with all the terms, covenants, conditions and agreements herein contained on Tenant's part to be performed or complied with, for the term of this Lease. No assignment or subletting shall affect the continuing primary liability of Tenant (which, following assignment, shall be absolutely null joint and void. No assignment several with the assignee), and Tenant shall not be released from performing any of the terms, covenants and conditions of this Lease (including one Leasc. Tenant hereby acknowledges and agrees that it understands that Landlord's accounting department may process and accept Rent payments without verifying that such payments are being made by Tenant, a permitted pursuant to Section 8.3 below) shall sublessce or a permitted assignee in accordance with the provisions of this Lease. Although such payments may be effective processed and valid unless and until the assignee executes and delivers to Landlord accepted by such accounting department personnel, any and all documentation reasonably required actions or omissions by the personnel of Landlord's accqunting department shall not be considered as acceptance by Landlord (andof any proposed assignee or sublessee nor shall such actions or omissions be deemed to be a substitute 'for the requirement that Tenant obtain Landlord's prior written consent to any such subletting or assignment, if applicableand any such actions or omissions by the personnel of Landlord's accounting department shall not be considered as a voluntary relinquishment by Landlord of any of its rights hereunder nor shall any voluntary relinquishment of such rights be inferred therefrom. For purposes hereof, its lender) in order to evidence assignee’s assumption of all obligations the event Tenant is a corporation, partnership, joint venture, trust or other entity other than a natural person, any change in the direct or indirect ownership of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer or pledge shall not constitute consent or approval of any subsequent assignment, mortgage, transfer or pledge. No consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to this Section 8.1 one or Section 8.3, more transfers) which results in a change of more than fifty percent (50%) in the direct or indirect ownership of Tenant shall be deemed to release either or both be an assignment within the meaning of (A) Tenant from its obligations hereunder this Section 15 and (B) Guarantor from its obligations under its Guarantyshall be subject to all the provisions hereof Any and all options, as defined below; first rights of refusal, tenant improvement allowances and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under other similar rights granted to Tenant,in this Lease; and (y) except as otherwise , if any, shall not be assignable by Tenant unless expressly provided authorized in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities under the Guarantywriting by Landlord.
Appears in 1 contract
Prohibition. Tenant acknowledges that this Lease and the Rent due Borrower shall not assign or attempt to assign Borrower’s rights under this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s reputation and creditworthinessAgreement, (b) the Guarantor’s execution and delivery any of the Guaranty (defined in Section 20.2); other Loan Documents, the Environmental Indemnity Agreement, any Interest Rate Cap Agreement and (c) upon the continued operation any Collateral Assignment of the Premises by Tenant for the particular use set forth in Section 1.7 above; thereforeInterest Rate Cap Agreement, except as expressly permitted below in this Section 8, Tenant and any purported assignment shall not, whether voluntarily, or by operation of law, assign or otherwise transfer, mortgage, encumber or pledge all or any portion of its interest under this Leasebe void. Any purported assignment, mortgage, transfer or pledge requiring, but made without, Without the prior written consent of LandlordLender, which consent may be withheld in Lender’s sole discretion, Borrower shall not suffer or permit any Transfer, directly or indirectly, of the Security Property or any part thereof or any direct or indirect legal or beneficial interest in the Security Property or Borrower, other than as permitted in Section 4.20.2 or Section 4.20.5 below. If, at any time prior to the payment of the Indebtedness in full, there is any Transfer, directly or indirectly, of the Security Property or any part thereof or any direct or indirect legal or beneficial interest in the Security Property or Borrower (including any agreement to make or allow a Transfer, but excluding any Condemnation in accordance with Section 5.6 and where applicableSection 5.7 below) which is not permitted in Section 4.20.2 or Section 4.20.5 below, Landlordwithout Lender’s lenderprior written consent in any instance, which consent Lender may withhold in Lender’s sole discretion, then the same shall be absolutely null an Event of Default and voidLender shall, without limitation upon any other rights or remedies of Lender by reason of such Event of Default, have the right to declare the Outstanding Principal Balance immediately due and payable and to accelerate the entire Indebtedness and all other amounts owed by Borrower to Lender (provided, however, entering into an agreement to make or allow a Transfer shall not be an Event of Default if any such agreement to do any of the foregoing expressly provides the closing of the transaction contemplated thereby is conditioned upon obtaining all appropriate approvals from Lender, in Lender’s sole discretion, or payment in full of all amounts due under the Loan Documents and the Environmental Indemnity Agreement). No assignment Without derogating from the foregoing, Borrower agrees that Lender may condition Lender’s decision to grant or withhold consent to a Transfer which is not permitted in Section 4.20.2 or Section 4.20.5 below on such terms and conditions as Lender may require, including (a) no Default existing hereunder, under any of this Lease the Loan Documents or under the Environmental Indemnity 14961843v.6 Agreement, any Interest Rate Cap Agreement and any Collateral Assignment of Interest Rate Cap Agreement; (including one permitted pursuant b) that such transferee to Section 8.3 below) whom the Transfer shall be effective made is a Special Purpose Bankruptcy Remote Entity which is owned and valid unless controlled by a Qualified Real Estate Investor and until Lender’s consideration of the assignee executes creditworthiness, management ability, reputation and delivers integrity of the party to Landlord whom such Transfer is proposed to be made; (c) consideration of whether the security for repayment of the Indebtedness and the performance and discharge of the Obligations will be impaired by the proposed Transfer; (d) an increase in the rate of interest payable under the Note or any other change in the terms and all provisions of the Loan Documents or the Environmental Indemnity Agreement, the Interest Rate Cap Agreement and the Collateral Assignment of Interest Rate Cap Agreement including the provision of additional security; (e) payment to Lender of a transfer fee to cover the cost of analyzing and documenting the proposed Transfer; (f) payment of Lender’s reasonable attorneys’ fees and other costs and expenses charged by Lender’s outside counsel in connection with the proposed Transfer; (g) the assumption of payment of the Indebtedness and performance and discharge of the Obligations by the transferee to whom such Transfer will be made (with or without the release of Borrower); (h) the execution of documentation reasonably required by Landlord satisfactory in form and substance to Lender; and (andi) endorsements to the Title Policy (or, if applicable, its lenderissuance of a new title policy) insuring Lender’s interests in order to evidence assignee’s assumption of all obligations of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer or pledge shall not constitute consent or approval of any subsequent assignment, mortgage, transfer or pledge. No consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to this Section 8.1 or Section 8.3, shall be deemed to release either or both of (A) Tenant from its obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under this Lease; and (y) except as otherwise expressly provided in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities under the GuarantySecurity Property.
Appears in 1 contract
Samples: Loan Agreement (Hines Real Estate Investment Trust Inc)
Prohibition. Tenant acknowledges covenants and agrees that (i) neither this Lease nor the term and the Rent due under this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s reputation and creditworthinessestate hereby granted, (b) the Guarantor’s execution and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth in Section 1.7 above; thereforenor any interest herein or therein, except as expressly permitted below in this Section 8will be assigned, Tenant shall notmortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, directly or by operation of law; (ii) subject to Section 11.4, assign Tenant shall not permit any other entity to become Tenant hereunder by merger, consolidation, or otherwise transferother reorganization; and (iii) neither the Premises, mortgagenor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, encumber or pledge all used or occupied, by anyone other than Tenant, or for any portion of its interest under this Lease. Any purported assignmentuse or purpose other than as stated herein, mortgageor be sublet, transfer or pledge requiring, but made without, without the prior written consent of LandlordLandlord in each and every case, and where applicablewhich consent shall not be unreasonably withheld, delayed or conditioned in the event of an assignment or subletting (but in all other instances shall be at Landlord’s lendersole and absolute discretion). Any transfer, shall be absolutely null and void. No assignment or series of this Lease related transfers, of ownership in Tenant (including one permitted unless Tenant is a publicly traded company) that results in a change of 50% or more of the voting power of Tenant, or otherwise result in a change in the current control of Tenant (except in the case of an ownership interest that is transferred pursuant to Section 8.3 belowa public offering) shall be effective and valid unless and until the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord (and, if applicable, its lender) in order to evidence assignee’s assumption of all obligations of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular considered an assignment, mortgagesubject to the provisions of Section 11.4 below. CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), transfer 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. Tenant’s request for Landlord’s consent to subletting or pledge assignment shall not constitute consent or approval be submitted in writing no later than thirty (30) days in advance of any subsequent assignment, mortgage, transfer or pledge. No consent by Landlord (and, if applicable, its lender) to any the proposed effective date of such proposed assignment or sublease, whether pursuant to this Section 8.1 or Section 8.3, which request shall be deemed accompanied by the following information (the “Required Information”): (i) the name, current address and business of the proposed assignee or subtenant; (ii) in the event of a sublease, the precise square footage and location of the portion of the Premises proposed to release either be so subleased; (iii) the effective date and term of the proposed assignment or both subletting; (iv) the rent and other consideration to be paid to Tenant by such proposed assignee or subtenant; (v) such other major terms of the assignment or sublease as may be material, or as Landlord may request, (Avi) Tenant from its obligations hereunder financial statements and other information as Landlord may request, indicating the Tangible Net Worth (B) Guarantor from its obligations under its Guaranty, as defined below), liquidity and credit worthiness of the proposed assignee or subtenant in order to permit Landlord to evaluate the proposed assignment or sublease; (vii) verification that the Premises will be used for the Permitted Use (and if the Permitted Use allows more than one (1) type of use, then Tenant shall specify the precise use that the Premises will be used for); and (xviii) such other information as Landlord may request. Tenant shall remain fully liable agrees to reimburse Landlord for performance reasonable legal fees and satisfaction any other reasonable out of all obligations pocket expenses and liabilities under this Lease; and (y) except as otherwise expressly provided costs incurred by Landlord in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities under the Guarantyconnection with any proposed assignment or subletting.
Appears in 1 contract
Samples: Lease (Raindance Technologies Inc)
Prohibition. Tenant acknowledges that this Lease and the Rent due under this Lease lease have been agreed to by Landlord in reliance upon (a) Tenant’s reputation and creditworthiness, (b) the Guarantor’s execution creditworthiness and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth in Section 1.7 4 above; therefore, except as expressly permitted below in this Section 8, Tenant shall not, whether voluntarily, or by operation of law, or otherwise: (a) assign or otherwise transfertransfer 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, encumber pledge, encumber, or pledge all otherwise hypothecate this Lease or the Premises, or any portion part thereof, in any manner whatsoever, without in each instance obtaining the prior written consent of Landlord, which consent Landlord will not unreasonably withhold or delay; provided, however, that Tenant may assign its interest rights under this LeaseLease to the Guarantor without obtaining Landlord’s consent. Any purported assignment, mortgage, transfer transfer, pledge or pledge requiring, but sublease made without, without the prior written consent of Landlord, and where applicable, Landlord’s lenderother than an assignment to the Guarantor, shall be absolutely null and void. No assignment of this Lease (including one permitted pursuant to Section 8.3 below) shall be effective and valid unless and until the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord (and, if applicable, its lender) in order to evidence assignee’s assumption of all obligations of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer sublease or pledge mortgage shall not constitute consent or approval of any subsequent assignment, sublease or mortgage, transfer or pledgeand Landlord’s written approval shall be required in all such instances. No consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to this Section 8.1 and any such assignment or Section 8.3sublease, shall be deemed to release either or both of (A) Tenant from its obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under this Lease; and (y) except as otherwise expressly provided in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities under the Guaranty.
Appears in 1 contract
Samples: Digital Lightwave Inc
Prohibition. Tenant acknowledges that shall not assign, convey, mortgage, pledge, encumber or otherwise transfer this Lease and or any interest therein, sublet the Rent due under this Lease have been agreed to by Landlord in reliance upon (a) Tenant’s reputation and creditworthinessPremises or any part thereof, (b) or permit the Guarantor’s execution and delivery of the Guaranty (defined in Section 20.2); and (c) upon the continued operation use or occupancy of the Premises or any part thereof by anyone other than Tenant for the particular use set forth in Section 1.7 above; therefore("transfer"), except as expressly permitted below in this Section 8without receiving Landlord's prior written consent, Tenant which consent shall not, whether voluntarily, not be unreasonably withheld or delayed. A transfer by operation of law, assign merger or otherwise transferconsolidation, mortgage, encumber or pledge all a change in the controlling partnership interest in Tenant or in the controlling ownership of the voting stock of Tenant or any portion direct or indirect parent of its interest under Tenant shall be deemed an assignment for purposes of this Lease. Any purported assignmentArticle 13, mortgageprovided, transfer or pledge requiringhowever, but made withoutthat notwithstanding the foregoing Tenant shall have the right, without the prior written consent of Landlord, and to enter into a transfer with a corporation which: (i) is a wholly owned subsidiary of Tenant; or (ii) is a corporation of which Tenant owns in excess of fifty percent (50%) of the outstanding capital stock; or (iii) merges or consolidates with Tenant, where applicableTenant is the surviving entity. Any transfer pursuant to (i), Landlord’s lender, (ii) or (iii) ("Approved Transfer")above shall be absolutely null and void. No assignment of this Lease subject to the following conditions: (including one permitted pursuant to Section 8.3 below) shall be effective and valid unless and until the assignee executes and delivers to Landlord any and all documentation reasonably required by Landlord (and, if applicable, its lender) in order to evidence assignee’s assumption of all obligations of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer or pledge shall not constitute consent or approval of any subsequent assignment, mortgage, transfer or pledge. No consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to this Section 8.1 or Section 8.3, shall be deemed to release either or both of (A) Tenant from its obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (xa) Tenant shall remain fully liable during the unexpired Lease Term and any Option Terms; (b) any such transfer shall be subject to all of the terms, covenants and conditions of this Lease and any such transferee shall expressly assume for performance and satisfaction the benefit of all Landlord the obligations and liabilities of Tenant under this LeaseLease by a document reasonably satisfactory to Landlord; (c) the resulting entity pursuant to (iii) above shall have a net worth equal to or greater than Tenant's net worth at the date of Tenant's request for consent; (d) Tenant shall give Landlord notice of such transfer at least twenty (20) days prior to its effective date; and (ye) except Tenant shall reimburse Landlord for Landlord's reasonable documentation fees incurred in conjunction with the processing and preparation of documentation for any such transfer. Tenant shall, in writing, request consent to any transfer other than an Approved Transfer, at least ninety (90) days prior to the anticipated effective date of the transfer, and shall provide to Landlord information regarding the identity of the proposed transferee and its net worth and previous business experience including recent copies of current financial statements, and within sixty (60) days following Landlord's receipt of such written request and related information, Landlord shall, in writing, (i) approve the proposed transfer, (ii) reject the proposed transfer or (iii) exercise its option to cancel as otherwise expressly provided described in Section 2.5.4.5 above13.2 hereof. It shall be reasonable for Landlord to refuse consent to a proposed transfer if (1) in Landlord's reasonable business judgment, Guarantor the present net worth of the transferee is less than the greater of (i) the net worth of Tenant at the Effective Date or (ii) the net worth of Tenant at the date of Tenant's request for consent, or (2) if in Landlord's reasonable business judgment, the Percentage Rental under Section 4.3 hereof that Landlord reasonably anticipates receiving from the transferee is less than that which Landlord has received from Tenant, or (3) in Landlord's reasonable business judgment, the transferee lacks sufficient business reputation or experience to operate a successful business of the type and quality permitted under the Lease, or (4) the transferee's contemplated use of the Premises following the transfer conflicts with the Permitted Use, or (5) the proposed transfer would breach any covenant of Landlord respecting any other lease, financing agreement, or other agreement relating to the Shopping Center. Any purported transfer, encumbrance, pledge, mortgage, assignment or subletting (other than an Approved Transfer) without Landlord's written consent shall be void and of no force or effect. In the event of an assignment expressly approved by Landlord in writing as provided hereinabove, Tenant shall be not be liable for obligations which arise related to occupancy or enjoyment of the Premises following the effective date of the assignment. Except as provided herein with respect to an assignment specifically approved by Landlord, in the event of any assignment, subletting, transfer or occupancy by someone other than Tenant, whether or not expressly or implicitly by Landlord, Tenant shall, nevertheless, at all times, remain fully responsible and jointly and severally liable for the payment of the rent and for compliance with all other obligations imposed upon Tenant under the terms, provisions and covenants of this Lease. Any assignment or sublease shall contain a provision whereby the assignee or subtenant agrees to comply with and be bound by all of the terms, covenants, conditions, provisions and agreements of this Lease, and Tenant shall deliver to Landlord, promptly after execution, an executed copy of each assignment or sublease and an agreement of compliance by each assignee or subtenant in form and substance acceptable to Landlord. Any sublease shall also contain a provision that in the event of default by Tenant hereunder and a termination of this Lease by Landlord, such subtenant shall, at Landlord's option, attorn to Landlord as if Landlord were the landlord under the sublease. Notwithstanding anything herein to the contrary, Landlord specifically agrees that Tenant shall have the right to assign this Lease to a major theater operator (which shall mean an operator which has 500 or more screens in operation), subject to Landlord's prior written consent as provided hereinabove, provided, however, that Tenant shall remain fully liable for performance and satisfaction hereunder, unless Landlord otherwise specifically agrees in writing at the time of all obligations and liabilities under the GuarantyTenant's request.
Appears in 1 contract
Prohibition. Tenant acknowledges that shall not assign, mortgage, hypothecate, encumber, grant any license or concession, pledge or otherwise transfer this Lease and the Rent due under this Lease have been agreed to by Landlord (collectively, "assignment"), in reliance upon (a) Tenant’s reputation and creditworthiness, (b) the Guarantor’s execution and delivery of the Guaranty (defined whole or in Section 20.2); and (c) upon the continued operation of the Premises by Tenant for the particular use set forth in Section 1.7 above; therefore, except as expressly permitted below in this Section 8, Tenant shall not, part whether voluntarily, voluntarily or involuntarily or by operation of law, assign nor sublet or otherwise transfer, mortgage, encumber or pledge permit occupancy by any person other than tenant of all or any portion of its interest under this Lease. Any purported assignment, mortgage, transfer or pledge requiring, but made without, the Premises without first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld. Tenant hereby agrees that Landlord may withhold its consent to any proposed sublease or assignment if the proposed sublease or assignment if the proposed sublessee or assignee or its business is subject to compliance with additional requirements of the ADA (defined below) and/or Environmental Laws (defined below) beyond those requirements which are applicable to Tenant, unless the proposed sublessee or assignee shall (a) first deliver plans and specifications for complying with such additional requirements and obtain Landlord's written consent thereto, and (b) comply with all the Landlord's conditions for or contained in such consent, including without limitation, requirements for security to assure the lien-free completion of such improvements. If Tenants seeks to sublet or assign all or any portion of the Premises, Tenants shall deliver to Landlord at least thirty (30) days prior to the proposed commencement of the sublease or assignment (the "Proposed Effective Date") the following: (i) the name of the proposed assignee or sublessee; (ii) such information as to such assignee's or sublessee's financial responsibility and standing as Landlord may reasonably require; and (iii) the aforementioned plans and specifications, if any. Within ten (10) days after Landlord's receipt of a written request from Tenant that Tenant seeks to sublet or assign all or any portion of the premises, Landlord shall deliver to Tenant a copy of Landlord's standard form of sublease of assignment agreement (as applicable), which instrument shall be utilized for each proposed sublease or assignment (as applicable), and such instrument shall include a provision whereby the assignee or sublessee assumes all of Tenant's obligations hereunder and agrees to be bound by the terms hereof. As Additional Rent hereunder, Tenant shall pay to Landlord a fee in the amount of one hundred dollars ($100) plus Tenant shall reimburse Landlord for actual legal and other expenses incurred by Landlord in connection with any actual or proposed assignment or subletting. In the event the sublease or assignment (1) by itself or taken together with prior sublease(s) or partial assignment(s) covers or totals, as the case may be, more than twenty-five percent (25%) of the rentable square feet of the Premises or (2) is for a term which by itself or taken together with prior or other subleases or partial assignment is greater than fifty percent (50%) of the period remaining in the Term of this Lease as of the time of the Proposed Effective Date, then Landlord shall have the right, to be exercised by giving written notice to Tenant, to recapture the space described in the sublease or assignment. If such recapture notice is given, it shall serve to terminate this Lease with respect to the proposed sublease or assignment space, or, if the proposed sublease or assignment space covers all the Premises, it shall serve to terminate the entire term of this Lease in either case, as of the Proposed Effective Date. However, no termination of this Lease with respect to part or all of the Premises shall become effective without the prior written consent, where applicablenecessary, Landlord’s lenderof the holder of each deed of trust encumbering the Premises or any part thereof. If this Lease is terminated pursuant to the foregoing with respect to less than the entire Premises, the Rent shall be adjusted on the basis of the proportion of square feet retained by Tenant to the square feet originally demised and this Lease as so amended shall continue thereafter in full force and effect. Each permitted assignee or sublessee shall assume and be deemed to assume this Lease and shall be and remain liable jointly and severally with Tenant for payment of Rent and for the due performance of, and compliance with all the terms, covenants, conditions, and agreements herein contained on Tenant's part to be performed or complied with, for the term of this Lease. No assignment or subletting shall affect the continuing primary liability of Tenant (which, following assignment, shall be absolutely null joint and void. No assignment several with the assignee), and Tenant shall not be released from performing any of the terms, covenants and conditions of this Lease (including one Lease. Tenant hereby acknowledges and agrees that it understands that Landlord's accounting department may process and accept Rent payments without verifying that such payments are being made by Tenant, a permitted pursuant to Section 8.3 below) shall sublessee or a permitted assignee in accordance with the provisions of this Lease. Although such payments may be effective processed and valid unless and until the assignee executes and delivers to Landlord accepted by such accounting department personnel, any and all documentation reasonably required actions or omissions by the personnel of Landlord's accounting department shall not be considered as acceptance by Landlord (andof any proposed assignee or sublessee nor shall such actions or omissions be deemed to be a substitute for the requirement that Tenant obtain Landlord's prior written consent to any such subletting or assignment, if applicableand any such actions or omissions by the personnel of Landlord's accounting department shall not be considered as a voluntary relinquishment by Landlord of any of its rights hereunder nor shall any voluntary relinquishment of such rights be inferred therefrom. For purposes hereof, its lender) in order to evidence assignee’s assumption of all obligations the event Tenant is a corporation, partnership, joint venture, trust or other entity other than a natural person, any change in the direct or indirect ownership of Tenant hereunder. Any consent by Landlord (and, if applicable, its lender) to a particular assignment, mortgage, transfer or pledge shall not constitute consent or approval of any subsequent assignment, mortgage, transfer or pledge. No consent by Landlord (and, if applicable, its lender) to any assignment or sublease, whether pursuant to this Section 8.1 one or Section 8.3, more transfers) which results in a change of more than fifty percent (50%) in the direct or indirect ownership of Tenant shall be deemed to release either or both be an assignment within the meaning of (A) this Section 15 and shall be subject to all the provisions hereof. Any and all options, first rights of refusal, tenant improvement allowances and other similar rights granted to Tenant from its obligations hereunder and (B) Guarantor from its obligations under its Guaranty, as defined below; and (x) Tenant shall remain fully liable for performance and satisfaction of all obligations and liabilities under in this Lease; and (y) except as otherwise , if any, shall not be assignable by Tenant unless expressly provided authorized in Section 2.5.4.5 above, Guarantor shall remain fully liable for performance and satisfaction of all obligations and liabilities under the Guarantywriting by Landlord.
Appears in 1 contract
