Common use of - Sub-lease, assignment Clause in Contracts

- Sub-lease, assignment. 18.1 This Lease Deed may not be assigned by the Lessor without the prior written consent of the Lessee except that the Lessor has the right to sell/ assign/ transfer/ gift etc. the Leased Premises subject to the purchaser/ third party being bound by all the terms and conditions of the Lease Deed/ other necessary documents signed by the Lessor and the Lessee. Lessor shall not sell/ transfer/ assign/ gift etc the Leased Premises or any parts thereof unless a duly executed copy of the Lease agreement (being the duplicate of this Lease Deed) is executed and registered (costs to be borne by the Lessor) by the purchaser/ third party with the Lessee. AND PROVIDED that such sale/ transfer/ assignment/ gift etc. shall not i) adversely prejudice The Lessees' right to enjoy the Premises or any part thereof. And or if The Lessee reasonably believes that such purchaser/ third party would jeopardize The Lessee's interest in the Lease and or such purchaser/ third party is a competitor of The Lessee; ii) be to any purchaser/ third party who is not of good social standing. Lessor shall remain bound to The Lessee for all rights of The Lessee and obligations of the Lessor arising out of the Lease Deed upto the date of the Lease agreement with the purchaser/ third party. All expenses arising out of/ resulting from the sale etc of the Leased Premises or part thereof will be borne by the Lessor. 18.2 Lessor shall ensure that the Leased Premises will be sold to a maximum of 4 (Four) purchasers/ third parties (one floor to one purchaser/ third party/ group of persons on joint owner ship basis). It is clarified that a floor may be sold to a group of persons on joint ownership basis. 18.3 Any attempted assignment in contradiction of this provision shall be null and void. Lessee may, at its discretion, sub Lease/ assign its rights, interests or obligations under this Lease Deed, in whole or in part, to any third party including a Lessee affiliated entity viz. its subsidiaries, parent or group/ associated companies without the prior written consent of the Lessor.

- Sub-lease, assignment. 18.1 This Lease Deed may 8.1 The Lessee shall be entitled to further sub-lease the Premises whether in full or in part upon prior written approval of the Lessor; the consent shall not be assigned by the Lessor without the prior written consent unreasonably withheld. 8.2 The Lessee shall be entitled to assign and transfer all rights and obligations under this Agreement to any entity controlled by, controlling or under common control of the Lessee except that pursuant to the § 66a of the Act no. 513/1991 Coll., the Commercial Code, as amended (hereinafter referred to as the “Lessee Affiliate”), under the fulfillment of the following conditions: (i) the Lessee shall inform the Lessor has in writing about any contemplated assignment of rights and obligations under this Agreement to any Lessee Affiliate at the right to sell/ assign/ transfer/ gift etc. the Leased Premises subject latest thirty (30) days prior such assignment of rights and obligations under this Agreement to the purchaser/ third party being bound by Lessee Affiliate (hereinafter referred to as the “Day of assignment”); (ii) at the time of a such assignment of rights and obligations under this Agreement, shall have the same or better financial standing than the Lessee had at the time of concluding hereof, or at least be provably able to duly and timely fulfill any and all obligations of the Lessee arising hereof during whole lease term; (iii) prior the Day of assignment all payable financial obligations of the Lessee, especially the Rent, arising out of or howsoever connected with this Agreement and existing as of the Day of assignment shall be paid to the Lessor in accordance with this Agreement; (iv) prior the Day of assignment the valid Guarantee securing from the Day of assignment fulfillment of all financial obligations of the Lessee Affiliate arising out of this Agreement shall be delivered to the Lessor. Only if all the terms and conditions mentioned under the letters (i) to (iv) are fulfilled as of the Lease Deed/ Day of assignment, the Parties hereto and the Lessee Affiliate shall enter into the amendment to this Agreement upon which all rights and obligations of the Lessee shall be transferred to the Lessee Affiliate, which shall take over all rights and obligations of the Lessee arising from this Agreement. The Lessee undertakes to ensure that any Lessee Affiliate assumes fully and unconditionally the rights and obligations arising from this Agreement. In case the conditions mentioned under the letters (i) to (iv) are not fulfilled, the assignment of rights and obligations to the Lessee Affiliate shall not be effective vis-a-vis to the Lessor, and the Lessee shall stay the contractual Party hereto. 8.3 The Lessor shall be entitled to transfer all rights and obligations under this Agreement to any company or other necessary documents signed by legal entity belonging to the same group of companies established pursuant to the paragraph 66a of the Czech Commercial Code as the Lessor (hereinafter referred to as the “New Lessor”). The Lessor shall be obliged to inform the Lessee about such contemplated transfer of rights and obligations arising out of this Agreement in advance. As of the Day of assignment, the Parties hereto and the Lessee. New Lessor which shall not sell/ transfer/ assign/ gift etc the Leased Premises or any parts thereof unless a duly executed copy of the Lease agreement (being the duplicate of this Lease Deed) is executed and registered (costs to be borne by the Lessor) by the purchaser/ third party with the Lessee. AND PROVIDED that such sale/ transfer/ assignment/ gift etc. shall not i) adversely prejudice The Lessees' take over all right to enjoy the Premises or any part thereof. And or if The Lessee reasonably believes that such purchaser/ third party would jeopardize The Lessee's interest in the Lease and or such purchaser/ third party is a competitor of The Lessee; ii) be to any purchaser/ third party who is not of good social standing. Lessor shall remain bound to The Lessee for all rights of The Lessee and obligations of the Lessor arising out from this Agreement shall enter into the amendment to this Agreement upon which all rights and obligations of the Lease Deed upto Lessor shall be transferred to the date New Lessor, which shall take over all rights and obligations of the Lease agreement with the purchaser/ third partyLessor arising from this Agreement. All expenses arising out of/ resulting from the sale etc Conclusion of the Leased Premises or part thereof will aforementioned amendment cannot be borne by the LessorLessee unreasonably withheld. 18.2 Lessor shall ensure that the Leased Premises will be sold to a maximum of 4 (Four) purchasers/ third parties (one floor to one purchaser/ third party/ group of persons on joint owner ship basis). It is clarified that a floor may be sold to a group of persons on joint ownership basis. 18.3 Any attempted assignment in contradiction of this provision shall be null and void. Lessee may, at its discretion, sub Lease/ assign its rights, interests or obligations under this Lease Deed, in whole or in part, to any third party including a Lessee affiliated entity viz. its subsidiaries, parent or group/ associated companies without the prior written consent of the Lessor.

- Sub-lease, assignment. 18.1 This Lease Deed may not 8.1 The Lessee shall be assigned by entitled to further sub-lease the Premises whether in full or in part upon prior written notification delivered to the Lessor without provided that (i) the prior written sublessee shall not conduct any business against public order or perform any activities which could have negative impact on the reputation of the Lessor or Spielberk Office Park and its tenants, and that (ii) the Lessee shall provide the identification data of the sublessee to the Lessor, specify exact space within the Premises to be subleased and the duration of the sublease. The Lessor hereby grants its irrevocable consent with any such sublease. 8.2 The Lessee shall be entitled to assign and transfer all rights and obligations under this Agreement to any entity controlled by, controlling or under common control of the Lessee except that pursuant to the § 66a of the Act no. 513/1991 Coll., the Commercial Code, as amended (hereinafter referred to as the “Lessee Affiliate”), under the fulfillment of the following conditions: (i) the Lessee shall inform the Lessor has in writing about any contemplated assignment of rights and obligations under this Agreement to any Lessee Affiliate at the right to sell/ assign/ transfer/ gift etc. the Leased Premises subject latest thirty (30) days prior such assignment of rights and obligations under this Agreement to the purchaser/ third party being bound by Lessee Affiliate (hereinafter referred to as the “Day of assignment”); (ii) prior the Day of assignment all payable financial obligations of the Lessee, especially the Rent, arising out of or howsoever connected with this Agreement and existing as of the Day of assignment shall be paid to the Lessor in accordance with this Agreement; (iii) prior the Day of assignment the valid Guarantee securing from the Day of assignment fulfillment of all financial obligations of the Lessee Affiliate arising out of this Agreement shall be delivered to the Lessor. Only if all the terms and conditions mentioned under the letters (i) to (iii) are fulfilled as of the Lease Deed/ Day of assignment, the Parties hereto and the Lessee Affiliate shall enter into the amendment to this Agreement upon which all rights and obligations of the Lessee shall be transferred to the Lessee Affiliate, which shall take over all rights and obligations of the Lessee arising from this Agreement. The Lessee undertakes to ensure that any Lessee Affiliate assumes fully and unconditionally the rights and obligations arising from this Agreement. In case the conditions mentioned under the letters (i) to (iii) are not fulfilled, the assignment of rights and obligations to the Lessee Affiliate shall not be effective vis-a-vis to the Lessor, and the Lessee shall stay the contractual Party hereto. 8.3 The Lessor shall be entitled to transfer all rights and obligations under this Agreement to any company or other necessary documents signed by legal entity belonging to the same group of companies established pursuant to the paragraph 66a of the Czech Commercial Code as the Lessor (hereinafter referred to as the “New Lessor”). The Lessor shall be obliged to inform the Lessee about such contemplated transfer of rights and obligations arising out of this Agreement in advance. As of the Day of assignment, the Parties hereto and the Lessee. New Lessor which shall not sell/ transfer/ assign/ gift etc the Leased Premises or any parts thereof unless a duly executed copy of the Lease agreement (being the duplicate of this Lease Deed) is executed and registered (costs to be borne by the Lessor) by the purchaser/ third party with the Lessee. AND PROVIDED that such sale/ transfer/ assignment/ gift etc. shall not i) adversely prejudice The Lessees' take over all right to enjoy the Premises or any part thereof. And or if The Lessee reasonably believes that such purchaser/ third party would jeopardize The Lessee's interest in the Lease and or such purchaser/ third party is a competitor of The Lessee; ii) be to any purchaser/ third party who is not of good social standing. Lessor shall remain bound to The Lessee for all rights of The Lessee and obligations of the Lessor arising out from this Agreement shall enter into the amendment to this Agreement upon which all rights and obligations of the Lease Deed upto Lessor shall be transferred to the date New Lessor, which shall take over all rights and obligations of the Lease agreement with the purchaser/ third partyLessor arising from this Agreement. All expenses arising out of/ resulting from the sale etc Conclusion of the Leased Premises or part thereof will aforementioned amendment cannot be borne by the LessorLessee unreasonably withheld. 18.2 Lessor shall ensure that the Leased Premises will be sold to a maximum of 4 (Four) purchasers/ third parties (one floor to one purchaser/ third party/ group of persons on joint owner ship basis). It is clarified that a floor may be sold to a group of persons on joint ownership basis. 18.3 Any attempted assignment in contradiction of this provision shall be null and void. Lessee may, at its discretion, sub Lease/ assign its rights, interests or obligations under this Lease Deed, in whole or in part, to any third party including a Lessee affiliated entity viz. its subsidiaries, parent or group/ associated companies without the prior written consent of the Lessor.

- Sub-lease, assignment. 18.1 This Lease Deed may not be assigned by the Lessor without the prior written consent of the Lessee except that the Lessor has the right to sell/ assign/ transfer/ gift etc. the Leased Premises subject to the purchaser/ third party being bound by all the terms and conditions of the Lease Deed/ other necessary documents signed by the Lessor and the Lessee. Lessor shall not sell/ transfer/ assign/ gift etc the Leased Premises or any parts thereof unless a duly executed copy of the Lease agreement (being the duplicate of this Lease Deed) is executed and registered (costs to be borne by the Lessor) by the purchaser/ third party with the Lessee. AND PROVIDED that such sale/ transfer/ assignment/ gift etc. shall not i) adversely prejudice The Lessees' right to enjoy the Premises or any part thereof. And or if The Lessee reasonably believes that such purchaser/ third party would jeopardize The Lessee's interest in the Lease and or such purchaser/ third party is a competitor of The Lessee; ii) be to any purchaser/ third party who is not of good social standing. Lessor shall remain bound to The Lessee for all rights of The Lessee and obligations of the Lessor arising out of the Lease Deed upto the date of the Lease agreement with the purchaser/ third party. All expenses arising out of/ resulting from the sale etc of the Leased Premises or part thereof will be borne by the Lessor. 18.2 Lessor shall ensure that the Leased Premises will be sold to a maximum of 4 (Four) purchasers/ third parties (one floor to one purchaser/ third party/ group of persons on joint owner ship basis). It is clarified that a floor may be sold to a group of persons on joint ownership basis. 18.3 Any attempted assignment in contradiction of this provision shall be null and void. Lessee may, at its discretion, sub Lease/ assign its rights, interests or obligations under this Lease Deed, in whole or in part, to any third party including a Lessee affiliated entity "viz. its subsidiaries, parent or group/ associated companies without the prior written consent of the Lessor. 19.1 The parties hereto shall execute these presents in triplicate; 19.2 The parties hereto shall take steps to register these presents with the Sub-Registrar of Assurances at Chennai and the original of these presents will be retained by the Lessee and one duplicate by the Lessor and the other duplicate by Sub Registrar.

- Sub-lease, assignment. 18.1 This Lease Deed may not be assigned by the Lessor without the prior written consent of the Lessee except that the Lessor has the right to sell/ assign/ transfer/ gift etc. the Leased Premises subject to the purchaser/ third party being bound by all the terms and conditions of the Lease Deed/ other necessary documents signed by the Lessor and the Lessee. Lessor shall not sell/ transfer/ assign/ gift etc the Leased Premises or any parts thereof unless a duly executed copy of the Lease agreement (being the duplicate of this Lease Deed) is executed and registered (costs to be borne by the Lessor) by the purchaser/ third party with the Lessee. AND PROVIDED that such sale/ transfer/ assignment/ gift etc. shall not i) adversely prejudice The Lessees' right to enjoy the Premises or any part thereof. And or if The Lessee reasonably believes that such purchaser/ third party would jeopardize The Lessee's interest in the Lease and or such purchaser/ third party is a competitor of The Lessee; ii) be to any purchaser/ third party who is not of good social standing. Lessor shall remain bound to The Lessee for all rights of The Lessee and obligations of the Lessor arising out of the Lease Deed upto the date of the Lease agreement with the purchaser/ third party. All expenses arising out of/ resulting from the sale etc of the Leased Premises or part thereof will be borne by the Lessor. 18.2 Lessor shall ensure that the Leased Premises will be sold to a maximum of 4 (Four) purchasers/ third parties (one floor to one purchaser/ third party/ group of persons on joint owner ship basis). It is clarified that a floor may be sold to a group of persons on joint ownership basis. 18.3 Any attempted assignment in contradiction of this provision shall be null and void. Lessee may, at its discretion, sub Lease/ assign its rights, interests or obligations under this Lease Deed, in whole or in part, to any third party including a Lessee affiliated entity viz. its subsidiaries, parent or group/ associated companies without the prior written consent of the Lessor. 19.1 The parties hereto shall execute these presents in triplicate; 19.2 The parties hereto shall take steps to register these presents with the Sub-Registrar of Assurances at Chennai and the original of these presents will be retained by the Lessee and one duplicate by the Lessor and the other duplicate by Sub Registrar.

- Sub-lease, assignment. 18.1 This Lease Deed may not be assigned by the Lessor without 9.1 With the prior written consent of the Lessee except that Landlord the Lessor has Tenant may sub-let the right whole or any part of the Premises. The consent of the Landlord may not be unreasonably withheld, delayed or conditioned. The Landlord shall respond to sell/ assign/ transfer/ gift etcany request for this purpose within thirty (30) days of the submission of such request. In case the Leased Premises subject Landlord does not respond to such request of the Tenant within 30 days, the Tenant shall serve an 8 day notice to Landlord. Should the Landlord not respond to the purchaser/ third party being bound by all the terms and conditions request of the Lease Deed/ other necessary documents signed Tenant within 8 days from the receipt of the Tenant’s notice, the consent of the Landlord to the sub-lease shall be deemed to have been given. Notwithstanding the above, the Tenant may sublet the whole or any part of the Premises to any company which is Controlled by the Lessor and Tenant or which Controls the Lessee. Lessor Tenant without the prior consent of, but upon prior written notice to, the Landlord. 9.2 The sub-tenant shall not sell/ transfer/ assign/ gift etc comply with the Leased Premises or any parts thereof unless a duly executed copy of the Lease agreement (being the duplicate provisions of this Lease Deed) is executed and registered (costs fully. The Tenant shall be responsible to be borne by the Lessor) by the purchaser/ third party Landlord for ensuring that each sub-tenant complies with the Lesseeprovisions of this Lease. AND PROVIDED that such sale/ transfer/ assignment/ gift etc. The Tenant shall deliver the Landlord the sub-lease agreement for approval before its execution or if it is amended, before the execution of the amendment (and the Landlord’s approval shall not i) adversely prejudice be unreasonably withheld or delayed to such sub-tenancy agreement). 9.3 The Lessees' right to enjoy the Premises or any part thereof. And or if The Lessee reasonably believes that such purchaser/ third party would jeopardize The Lessee's interest in the Lease and or such purchaser/ third party is a competitor of The Lessee; ii) be to any purchaser/ third party who is not of good social standing. Lessor shall remain bound to The Lessee for all rights of The Lessee and obligations term of the Lessor arising out of sub-lease may not exceed the Lease Deed upto period remaining from the Term at the date of the Lease agreement with the purchaser/ third party. All expenses arising out of/ resulting from the sale etc execution of the Leased Premises or part thereof will be borne by the Lessor. 18.2 Lessor shall ensure that the Leased Premises will be sold to a maximum of 4 (Four) purchasers/ third parties (one floor to one purchaser/ third party/ group of persons on joint owner ship basis)sub-lease agreement. It is clarified understood that a floor may be sold to a group the termination of persons on joint ownership basisthis Lease for any reason shall automatically result in the termination of the sub-lease agreement(s) and the Tenant shall provide for this in the sub-lease agreement. 18.3 Any attempted assignment in contradiction of this provision shall be null 9.4 The Tenant may only transfer its rights and void. Lessee may, at its discretion, sub Lease/ assign its rights, interests or obligations under this Lease Deed, in whole or in part, to any third party including persons in respect of a Lessee affiliated entity viz. its subsidiaries, parent part or group/ associated companies without the whole of the Premises with the prior written consent of the LessorLandlord. 9.5 The Landlord may transfer its rights and obligations arising under this Lease to any third person with prior notice to, but without the consent of, the Tenant. Any notice of transfer given by the Landlord to the Tenant shall mean that the Landlord waives all its rights and obligations under this Lease. Upon the Landlord's request the Tenant shall confirm in writing that it has acknowledged the transfer of rights and/or obligations by the Landlord. 9.6 The Landlord is entitled to sell, encumber or mortgage the Premises and the Property including the Premises without prior notice to, and without the prior consent of the Tenant provided that this does not prevent the Tenant from using the Premises for their intended purpose. 9.7 The Tenant has no pre-emption or right of first refusal in respect of the Office Building, the condominium unit or the Property.

- Sub-lease, assignment. 18.1 This Lease Deed may not be assigned by the Lessor without the prior written consent of the Lessee except that the Lessor has the right to sell/ assign/ transfer/ gift etc. the Leased Premises subject to the purchaser/ third party being bound by all the terms and conditions of the Lease Deed/ other necessary documents signed by the Lessor and the Lessee. Lessor shall not sell/ transfer/ assign/ gift etc the Leased Premises or any parts thereof unless a duly executed copy of the Lease agreement (being the duplicate of this Lease Deed) is executed and registered (costs to be borne by the Lessor) by the purchaser/ third party with the Lessee. AND PROVIDED that such sale/ transfer/ assignment/ gift etc. shall not i) adversely prejudice The Lessees' right to enjoy the Premises or any part thereof. And or if The Lessee reasonably believes that such purchaser/ third party would jeopardize The Lessee's interest in the Lease and or such purchaser/ third party is a competitor of The Lessee; ii) be to any purchaser/ third party who is not of good social standing. Lessor shall remain bound to The Lessee for all rights of The Lessee and obligations of the Lessor arising out of the Lease Deed upto the date of the Lease agreement with the purchaser/ third party. All expenses arising out of/ resulting from the sale etc of the Leased Premises or part thereof will be borne by the Lessor. 18.2 Lessor shall ensure that the Leased Premises will be sold to a maximum of 4 (Four) purchasers/ third parties (one floor to one purchaser/ third party/ group of persons on joint owner ship basis). It it is clarified that a floor may be sold to a group of persons on joint ownership basis.. ' 18.3 Any attempted assignment in contradiction of this provision shall be null and void. Lessee may, at its discretion, sub Lease/ assign its rights, interests or obligations under this Lease Deed, in whole or in part, to any third party including a Lessee affiliated entity viz. its subsidiaries, parent or group/ associated companies without the prior written consent of the Lessor.