Assignment and Subleases. (a) The Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of the Tenant, or used or occupied or permitted to be used or occupied, by anyone other than the Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting by the Tenant or any person acting on behalf of the Tenant, without, in each case, the prior written consent of the Landlord, which consent shall not be unreasonably withheld and, in the event that the Landlord consents to any subletting, no subtenant in any event shall be permitted to further assign, sublet or otherwise transfer its interest under this Lease, except in accordance with this section in any manner described in this paragraph (a). Subject to the provisions of paragraph (b) hereof, the provisions of this paragraph (a) shall apply, without limitation, to a transfer (by one or more transfers) of a controlling portion of or interest in the stock or partnership or membership interests or other evidences of equity interests in the Tenant as if such transfer were an assignment of this Lease; provided that if equity interests in the Tenant at any time are or become traded on a public stock exchange, the transfer of equity interests in the Tenant on a public stock exchange shall not be deemed an assignment within the meaning of this Section. Landlord acknowledges that Tenant's affiliate, Lifef/x Networks, Inc. may occupy the Premises with Tenant. Further, notwithstanding anything else to the contrary herein, assignments by operation of law or otherwise by reason of "mergers and acquisitions" shall not require the consent of Landlord provided that the net worth of the Assignee or resulting entity will be not less than the greater of (i) Tenant's net worth as of the Commencement Date or (ii) Tenant's net worth as of the last day of the third calendar month next prior to the date of such Merger or Acquisition. As used herein, the term "mergers and acquisition" shall include (i) a statutory merger (ii) a statutory consolidation, (iii) a transfer of all or substantially all assets to another entity, or (iv) a so-called reorganization within the meaning of Section 368 of the Internal Revenue Code as amended.
Appears in 1 contract
Samples: Lifef X Inc
Assignment and Subleases. (aa ) The Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of the Tenant, or used or occupied or permitted to be used or occupied, by anyone other than the Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part), or be offered or advertised for assignment or subletting by the Tenant or any person acting on behalf of the Tenant, without, in each case, the prior written consent of the Landlord, which consent shall not be unreasonably withheld and, in the event that the Landlord consents to any sublettingsubletting or assignment, the sublease or assignment shall not include any option to extend beyond the then current Term of the Lease, notwithstanding any provision of the Lease to the contrary, and no subtenant or assignee in any event shall be permitted to further assign, sublet or otherwise transfer its interest under this Lease, except in accordance with this section in any manner described in this paragraph (a). In determining whether or not to consent to any proposed assignment, transfer or sublease, the Landlord shall review all relevant factors, including, but in no way limited to whether the assignee, subtenant or other successor to the Tenant's interest herein has a net worth sufficient to provide reasonable assurance of its financial ability to comply with its obligations under the sublease. At the time that a completed final but unsigned sublease or assignment document, the terms and contents of which are agreed to by the parties thereto, is submitted to Landlord by Tenant for consent, the Landlord shall have 15 business days to provide notice that it consents to or rejects said sublease or assignment. Notwithstanding the foregoing, there shall be no partial assignment or sublet of this lease, except on a floor-by-floor basis. Notwithstanding the provisions hereof, in the event that Tenant desires to vacate the Building and proposes a sublease or assignment for the space that Tenant then occupies, Landlord shall have the option (but not the obligation) to terminate the Lease with respect to the Premises effective upon the date of such proposed sublease or assignment and continuing for the Term by giving Tenant notice of such termination within 15 business days after Landlord's receipt of Tenant's request, provided that if Landlord terminates this Lease, it shall recapture the Premises subject to any approved subleases then in place. If Tenant does make a sublease hereunder, the aggregate monthly rent and other charges will not be advertised to be less than that amount which the Landlord is seeking for comparable space or Fair Market Rent, whichever is greater, and if the aggregate monthly rent and other charges payable to Tenant under and in connection with such sublease (including without limitation any amounts paid for leasehold improvements or on account of Tenant's costs associated with such sublease) exceed the monthly rent and other charges payable hereunder with respect to the space in question, Tenant shall pay to Landlord, as an additional charge, one half the surplus of the amount of such excess on a monthly basis, net of expenses. If the amount of rent and other charges payable under a sublease or the comparable value given is not readily ascertainable, such amount may, at Landlord's option, be deemed to equal the fair market rent then obtainable for the space in question. Notwithstanding any assignment or sublease, the original Tenant named herein shall remain directly and primarily obligated under this Lease. Subject to the provisions of paragraph (b) hereof, Landlord hereby agrees that Tenant shall have the provisions of this paragraph (a) shall apply, without limitation, right to a transfer (by one or more transfers) of a controlling portion of or assign its interest in this Lease or sublet all or part of the stock or partnership or membership interests or other evidences of equity interests in the Tenant as if such transfer were an assignment of this Lease; provided that if equity interests in the Tenant leased Premises without Landlord's consent, at any time are and for any of the then remaining portions of the unexpired term of this Lease to any parent, subsidiary, affiliate or become traded on any other entity in connection with a public stock exchangemerger, consolidation or acquisition of Tenant. Notwithstanding any such permitted assignment or subletting, Tenant shall remain primarily and fully liable for the obligations of Tenant hereunder, including, without limitations, the transfer of equity interests obligation to pay Rent and other amounts provided for in the Tenant on a public stock exchange shall not be deemed an assignment within the meaning of this Section. Landlord acknowledges that Tenant's affiliate, Lifef/x Networks, Inc. may occupy the Premises with Tenant. Further, notwithstanding anything else to the contrary herein, assignments by operation of law or otherwise by reason of "mergers and acquisitions" shall not require the consent of Landlord provided that the net worth of the Assignee or resulting entity will be not less than the greater of (i) Tenant's net worth as of the Commencement Date or (ii) Tenant's net worth as of the last day of the third calendar month next prior to the date of such Merger or Acquisition. As used herein, the term "mergers and acquisition" shall include (i) a statutory merger (ii) a statutory consolidation, (iii) a transfer of all or substantially all assets to another entity, or (iv) a so-called reorganization within the meaning of Section 368 of the Internal Revenue Code as amendedLease.
Appears in 1 contract
Samples: Lease (SBS Technologies Inc)
Assignment and Subleases. (a) The Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of the Tenant, or used or occupied or permitted to be used or occupied, by anyone other than the Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part), or be offered or advertised for assignment or subletting by the Tenant or any person acting on behalf of the Tenant, without, in each case, the prior written consent of the Landlord, which consent shall not be unreasonably withheld withheld, conditioned or delayed and, in the event that the Landlord consents to any subletting, no subtenant in any event shall be permitted to further assign, sublet or otherwise transfer its interest under this Lease, except in accordance with this section in any manner described in this paragraph (a). Any reasonable costs incurred by Landlord associated with the Landlord’s approval of any sublease or assignment shall be wholly paid for by the Tenant In determining whether or not to consent to any proposed assignment, transfer or sublease, the Landlord shall review all relevant factors, including, but in no way limited to whether the assignee, subtenant or other successor to the Tenant’s interest herein has a net worth, computed in accordance with generally accepted accounting principles consistently applied, at least equal to the greater of (1) the net worth of the Tenant immediately prior to such assignment, sublease or transfer, or (2) the net worth of the Tenant herein named on the date of this Lease. At the time that a completed final but unsigned sublease document, the terms and contents of which are agreed to by the parties thereto, is submitted to Landlord by Tenant for consent, the Landlord shall have 15 business days to provide notice that it consents to or rejects said sublease. Notwithstanding the foregoing, there shall be no partial assignment or sublet of this lease. Notwithstanding the provisions hereof, in the event that Tenant desires to vacate the Building and proposes a Sublease for the space that Tenant then occupies, Landlord shall have the option (but not the obligation) to terminate the Lease with respect to the Premises effective upon the date of such proposed Sublease and continuing for the Term by giving Tenant notice of such termination within 10 business days after Landlord’s receipt of Tenant’s request, provided that if Landlord terminates this Lease, it shall recapture the Premises subject to any approved Subleases then in place. If Tenant’s aggregate monthly rent and other charges payable to Tenant under and in connection with such sublease (including without limitation any amounts paid for leasehold improvements or on account of Tenant’s costs associated with such Sublease) exceed the monthly rent and other charges payable hereunder with respect to the space in question, Tenant shall pay to Landlord, as an additional charge, one half the surplus of the amount of such excess on a monthly basis net of reasonable transaction costs including but not limited to brokerage commissions, legal fees, and architectural and engineering costs, etc.. If the amount of rent and other charges payable under a sublease or the comparable value given is not readily ascertainable, such amount may, at Landlord’s option, be deemed to equal the fair market rent then obtainable for the space in question. Notwithstanding any assignment or sublease, the original Tenant named herein shall remain directly and primarily obligated under this Lease. Subject to the provisions of paragraph (b) hereof, Landlord hereby agrees that Tenant shall have the provisions of this paragraph (a) shall apply, without limitation, right to a transfer (by one or more transfers) of a controlling portion of or assign its interest in this Lease or sublet all or part of the stock or partnership or membership interests or other evidences of equity interests in the Tenant as if such transfer were an assignment of this Lease; provided that if equity interests in the Tenant leased Premises without Landlord’s consent, at any time are or become traded on a public stock exchange, and for any of the transfer then remaining portions of equity interests in the Tenant on a public stock exchange shall not be deemed an assignment within the meaning unexpired term of this Section. Landlord acknowledges that Tenant's affiliateLease to any parent, Lifef/x Networkssubsidiary, Inc. may occupy the Premises affiliate or any other entity in connection with Tenant. Furthera merger, notwithstanding anything else to the contrary herein, assignments by operation consolidation or acquisition of law or otherwise by reason of "mergers and acquisitions" shall not require the consent of Landlord Tenant provided that the assignee has a net worth of equal or greater value than Tenant. Notwithstanding any such permitted assignment or subletting, Tenant shall remain primarily and fully liable for the Assignee or resulting entity will be not less than the greater obligations of (i) Tenant's net worth as of the Commencement Date or (ii) Tenant's net worth as of the last day of the third calendar month next prior to the date of such Merger or Acquisition. As used hereinTenant hereunder, including, without limitations, the term "mergers obligation to pay Rent and acquisition" shall include (i) a statutory merger (ii) a statutory consolidation, (iii) a transfer of all or substantially all assets to another entity, or (iv) a so-called reorganization within the meaning of Section 368 of the Internal Revenue Code as amendedother amounts provided for in this Lease.
Appears in 1 contract
Samples: Assignment and Assumption of Lease Agreement (Tangoe Inc)
Assignment and Subleases. (a) The Except as otherwise provided herein, the Tenant covenants and agrees that neither shall not assign, mortgage, pledge, hypothecate or otherwise transfer this Lease nor the term and estate hereby granted, nor any interest herein voluntarily or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of the Tenantlaw, or used or occupied or permitted to be used or occupied, by anyone other than the Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, term without limitation, shall include granting of concessions, licenses and the like) in the whole or in part, or be offered or advertised for assignment or subletting by the Tenant or any person acting on behalf part of the Tenant, without, Premises without in each caseinstance, having first received the prior written consent of the Landlord, Landlord which consent shall not be unreasonably withheld and, in the event that or delayed. Any assignment or sublease made without such consent shall be void. Whether or not the Landlord consents to any assignment or subletting, no subtenant in any event the Tenant named herein shall be permitted to further assignremain fully and primarily liable for the obligations of the tenant hereunder, sublet or otherwise transfer its interest under this Lease, except in accordance with this section in any manner described in this paragraph (a). Subject to the provisions of paragraph (b) hereof, the provisions of this paragraph (a) shall applyincluding, without limitation, the obligation to a transfer pay Annual Fixed Rent and Additional Rent provided under this Lease. The Tenant shall give the Landlord notice of any proposed sublease or assignment, specifying the provisions of the proposed subletting or assignment, including (by one i) the name and address of the proposed subtenant or more transfersassignee, (ii) the subtenant’s or assignee’s most recent annual financial statement, (iii) all of a controlling portion of the terms and provisions upon which the proposed subletting or interest in assignment is to be made and such other information concerning the stock proposed subtenant or partnership or membership interests or other evidences of equity interests in assignee as the Tenant as if such transfer were an assignment of this Lease; provided that if equity interests has obtained in connection with the proposed subletting or assignment. The Tenant shall reimburse the Landlord promptly for reasonable legal and other expenses incurred by the Landlord in connection with any request by the Tenant for consent to any assignment or subletting. If this Lease is assigned, or if the Premises or any part thereof is sublet or occupied by anyone other than the Tenant, the Landlord may, at any time are and from time to time, collect rent and other charges from the assignee, sublessee or become traded occupant and apply the net amount collected to the rent and other charges herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of the prohibition contained in this Section 7.8 or the acceptance of the assignee, sublessee or occupant as a tenant, or a release of covenants on a public stock exchange, the transfer part of equity interests in the Tenant on a public stock exchange herein contained (Tenant’s liability to be primary, joint and several with assignee or subtenant). The consent by the Landlord to an assignment or subletting shall not be construed to relieve the Tenant from obtaining the express consent in writing of the Landlord to any further assignment or subletting. The Landlord shall not be deemed an to be unreasonable in withholding its consent to any proposed assignment within or subletting by the meaning of this Section. Landlord acknowledges that Tenant's affiliate, Lifef/x Networks, Inc. may occupy the Premises with Tenant. Further, notwithstanding anything else to the contrary herein, assignments by operation of law or otherwise by reason of "mergers and acquisitions" shall not require the consent of Landlord provided that the net worth Tenant based on any of the Assignee or resulting entity will be not less than the greater of (i) Tenant's net worth as of the Commencement Date or (ii) Tenant's net worth as of the last day of the third calendar month next prior to the date of such Merger or Acquisition. As used herein, the term "mergers and acquisition" shall include (i) a statutory merger (ii) a statutory consolidation, (iii) a transfer of all or substantially all assets to another entity, or (iv) a so-called reorganization within the meaning of Section 368 of the Internal Revenue Code as amended.following factors:
Appears in 1 contract
Samples: Langer Inc
Assignment and Subleases. (a) The Tenant covenants and agrees that neither this Lease nor the term and estate hereby grantedshall not assign, nor any interest herein or thereinmortgage, will be assignedpledge, mortgaged, pledged, encumbered hypothecate or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of the Tenanttransfer this Lease, or used or occupied or permitted to be used or occupied, by anyone other than the Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in the whole or in part, or be offered or advertised for assignment or subletting by the Tenant or any person acting on behalf part of the Tenant, Premises without, in each caseinstance, having first received the consent of Landlord which consent Landlord agrees not to unreasonably withhold. Notwithstanding anything contained in this Section 6.8 to the contrary, Tenant may, without obtaining the prior written consent of the Landlord, which consent shall not be unreasonably withheld and, in the event that the Landlord consents to any subletting, no subtenant in any event shall be permitted to further assign, assign or sublet or otherwise transfer its interest under this Lease, except in accordance with this section in any manner described in this paragraph (a). Subject to the provisions of paragraph (b) hereof, the provisions of this paragraph (a) shall apply, without limitation, Lease to a transfer (by one or more transfers) of a controlling portion of or interest in the stock or partnership or membership interests or other evidences of equity interests in the Tenant as if such transfer were an assignment of this Lease; provided that if equity interests in the Tenant at any time are or become traded on a public stock exchange, the transfer of equity interests in the Tenant on a public stock exchange shall not be deemed an assignment within the meaning of this Section. Landlord acknowledges that Tenant's affiliate, Lifef/x Networks, Inc. may occupy the Premises with Tenant. Further, notwithstanding anything else to the contrary herein, assignments by operation of law or otherwise by reason of "mergers and acquisitions" shall not require the consent of Landlord provided that the net worth of the Assignee or resulting entity will be not less than the greater of (i) parent of Tenant's net worth as of the Commencement Date or , (ii) subsidiary of Tenant's net worth as of the last day of the third calendar month next prior to the date of such Merger or Acquisition. As used herein, the term "mergers and acquisition" shall include (i) a statutory merger (ii) a statutory consolidation, (iii) a transfer affiliate of all Tenant (including any entity into which Tenant may be merged or substantially all assets to another entityconsolidated), or (iv) a so-called reorganization within the meaning acquiror of Section 368 more than fifty percent (50%) of the Internal Revenue Code capital stock of Tenant or more than fifty percent (50%) of the value of the assets of Tenant provided such assignee or subtenant enters into a reasonably, mutually agreeable assumption agreement with Landlord pursuant to which it assumes the responsibilities and obligations of Tenant hereunder from and after the effective date of such acquisition, and with respect to any assignment or sublease under (iv) hereunder, provided such assignee or subtenant has at the time of such assignment or sublet sufficient creditworthiness and financial capacity to undertake the obligations it would assume hereby; any determination as amended.to item (iv) above shall be subject to Dispute Resolution. Any assignment or sublease requiring Landlord's consent as aforesaid and which is made without such consent shall be void. Landlord shall not be deemed to be unreasonable in withholding its consent to any proposed assignment or subletting by Tenant based on any of the following factors:
Appears in 1 contract
Samples: Sublease (Viacell Inc)
Assignment and Subleases. (a) The Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of the Tenant, or used or occupied or permitted to be used or occupied, by anyone other than the Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like) in whole or in part, or be offered or advertised for assignment or subletting by the Tenant or any person acting on behalf of the Tenant, without, in each case, the prior written consent of the Landlord, which consent shall not be unreasonably withheld or delayed, and, in the event that the Landlord consents to any subletting, no subtenant in any event shall be permitted to further assign, sublet or otherwise transfer its interest under this Lease, except in accordance with this section in any manner described in this paragraph (a). Subject to the provisions of paragraph (b) hereof, the provisions of this paragraph PARAGRAPH (a) shall apply, without limitation, to a transfer (by one or more transfers) of a controlling portion of or interest in the stock or partnership or membership interests or other evidences of equity interests in of the Tenant as if such transfer were an assignment of this Lease; provided that if equity interests in the Tenant at any time are or become traded on a public stock exchange, the transfer of equity interests in the Tenant on a public stock exchange shall not be deemed an assignment within the meaning of this Section. Landlord acknowledges that Tenant's affiliate, Lifef/x Networks, Inc. may occupy the Premises with Tenant. Further, notwithstanding anything else to the contrary herein, assignments by operation of law or otherwise by reason of "mergers and acquisitions" shall not require the consent of Landlord provided that the net worth of the Assignee or resulting entity will be not less than the greater of (i) Tenant's net worth as of the Commencement Date or (ii) Tenant's net worth as of the last day of the third calendar month next prior to the date of such Merger or Acquisition. As used herein, the term "mergers and acquisition" shall include (i) a statutory merger (ii) a statutory consolidation, (iii) a transfer of all or substantially all assets to another entity, or (iv) a so-called reorganization within the meaning of Section 368 of the Internal Revenue Code as amended.
Appears in 1 contract
