Common use of Assignment; Sublease Clause in Contracts

Assignment; Sublease. (a) The Company may assign, transfer, encumber or dispose of this Lease or any interest herein or part hereof for any lawful purpose under the Act. Except as otherwise provided in this Section, the Company must obtain the City’s prior written consent before any such disposition, unless such disposition is to Ridgehouse Capital LLC or [*▇▇▇▇▇▇ Financial*] or an entity controlled by or under common control with or controlling the Company, Ridgehouse Capital LLC or [*▇▇▇▇▇▇ Financial*]. Notwithstanding the foregoing, the Lender may sell at foreclosure sale or by deed in lieu of foreclosure, the interest of the Company in this Lease Agreement. (b) With respect to any assignment, the Company or the Lender, as applicable, shall comply with the following conditions: (i) the Company shall notify the City of the assignment in writing; (ii) such assignment shall be in writing, duly executed and acknowledged by the assignor and in proper form for recording; (iii) such assignment shall include the entire then unexpired term of this Lease; and (iv) a duplicate original of such assignment shall be delivered to the City and the Trustee within 10 days after the execution thereof, together with an assumption agreement, duly executed and acknowledged by the assignee and in proper form for recording, by which the assignee shall assume all of the terms, covenants and conditions of this Lease on the part of the Company to be performed and observed. (c) Any assignee of all the rights of the Company shall agree to be bound by the terms of this Lease, the Performance Agreement and any other documents related to the issuance of the Bonds. Upon such assignment of all the rights of the Company and agreement by the assignee to be bound by the terms of this Lease, the Performance Agreement and any other documents related to the Bonds, the Company shall be released from and have no further obligations under this Lease, the Performance Agreement or any agreement related to the issuance of the Bonds. As permitted by Section 6(b) of Ordinance No. 2679, as amended by Ordinance No. , the City may reissue the Bonds and enter into amendments to or new versions of this Lease, the Performance Agreement and other documents related to the Bonds to accommodate separate ownership and financing of various portions of the Project. (d) Notwithstanding the foregoing, the Company may, in its ordinary course of business, sublease all or portions of the Project to tenants without the prior consent of the City so long as the Company remains obligated to perform all of its obligations under the Lease and the Performance Agreement.

Appears in 1 contract

Sources: Lease Agreement

Assignment; Sublease. (a) The Company may assign, transfer, encumber or dispose of this Lease or any interest herein therein or part hereof thereof for any lawful purpose under the Act. Except as otherwise provided in this Section, the Company must obtain the City’s prior written consent before any such disposition, unless such disposition is to Ridgehouse Capital LLC or [*▇▇▇▇▇▇ Financial*] or an entity controlled by or under common control with or controlling the Company, Ridgehouse Capital LLC or [*▇▇▇▇▇▇ Financial*]. Notwithstanding the foregoing, the Lender may sell at foreclosure sale or by deed in lieu of foreclosure, the interest of the Company in this Lease Agreement. (b) With respect to any assignment, the Company or the Lender, as applicable, shall comply with the following conditions: (i1) the Company shall notify the City of the assignment in writing; (ii) such Such assignment shall be in writing, duly executed and acknowledged by the assignor and in proper form for recording; (iii2) such Such assignment shall include the entire then unexpired term of this Lease; and (iv3) a A duplicate original of such assignment shall be delivered to the City and the Trustee within 10 days after the execution thereof, together with an assumption agreement, duly executed and acknowledged by the assignee and in proper form for recording, by which the assignee shall assume all of the terms, covenants and conditions of this Lease on the part of the Company to be performed and observed. (b) The Company shall have the right to sublet all or any part of the Project to a single entity for any lawful purpose under the Act. The Company shall, within 10 days after the delivery thereof, furnish or cause to be furnished to the City and the Trustee a true and correct copy of each such sublease. Any sublease may provide, at the Company’s option, that the City’s consent shall not be required in respect of any further subletting thereunder if such further subletting is for a similar purpose as the original sublease and is for a purpose permissible under the Act. (c) Notwithstanding the foregoing, the right of the Company to assign or sublease any interests in this Lease without the prior written consent of the City shall only apply to assignments made (A) to any entity whose long-term debt, or the long-term debt of an entity controlled by, under common control with or controlling such entity has at least a rating in any of the top three long term debt rating categories by any nationally recognized rating agency; (B) so long as the Company shall remain secondarily liable, to any such entity; or (C) to an entity controlled by or under common control with or controlling the Company, so long as such entity has a net worth of at least $5,000,000 at the time of such assignment or sublease. Any assignee of all the rights of the Company shall agree to be bound by the terms of this Lease, the Performance Agreement Lease and any other documents related to the issuance of the Bonds. Upon such assignment of all the rights of the Company and agreement by the assignee to be bound by the terms of this Lease, the Performance Agreement Lease and any other documents related to the Bonds, the Company shall be released from and have no further obligations under this Lease, the Performance Agreement Lease or any agreement related to the issuance of the Bonds. As permitted by Section 6(b) of Ordinance No. 2679, as amended by Ordinance No. , the City may reissue the Bonds and enter into amendments to or new versions of this Lease, the Performance Agreement and other documents related to the Bonds to accommodate separate ownership and financing of various portions of the Project. (d) Notwithstanding the foregoing, the Company may, in its ordinary course of business, sublease all or portions of the Project to tenants without the prior consent of the City so long as the Company remains obligated to perform all of its obligations under the Lease and the Performance Agreement.

Appears in 1 contract

Sources: Lease Agreement

Assignment; Sublease. (a) The Company may shall have the right to assign, transfer, encumber or dispose of this Lease or any interest herein therein or part hereof thereof, with the written consent of the City, for any lawful purpose under the Act. Except as otherwise provided in this Section, the Company must obtain the City’s prior written consent before any such disposition, unless such disposition is to Ridgehouse Capital LLC or [*▇▇▇▇▇▇ Financial*] or an entity controlled by or under common control with or controlling the Company, Ridgehouse Capital LLC or [*▇▇▇▇▇▇ Financial*]. Notwithstanding the foregoing, the Lender may sell at foreclosure sale or by deed in lieu of foreclosure, the interest of the Company in this Lease Agreement. (b) With respect to any assignment, the Company or the Lender, as applicable, shall comply with the following conditions: (i1) the Company shall notify the City of the assignment in writing; (ii) such Such assignment shall be in writing, duly executed and acknowledged by the assignor and in proper form for recording; (iii2) such Such assignment shall include the entire then unexpired term of this this. Lease; and; (iv3) a A duplicate original of such assignment shall be delivered to the City and the Trustee within 10 ten (10) days after the execution thereof, together with an assumption agreement, duly executed and acknowledged by the assignee and in proper form for recording, by which the assignee shall assume all of the terms, covenants and conditions of this Lease on the part of the Company to be performed and observed; and (4) At the time of any such assignment there shall be no damage or destruction to the Project which has not been repaired, restored and replaced in accordance with the provisions of this Lease, unless any funds then held by the Company for the purposes of such repair, restoration and replacement are simultaneously transferred to the assignee. Upon the satisfaction of the conditions set forth herein; the assignor shall be relieved of all further liability occurring on and after the effective date of such assignment. The consent of the City to any assignment, transfer, encumbrance or disposition described in this subsection (a) shall not be unreasonably withheld or .delayed. (cb) The Company shall have the right, with the written consent of the City, to sublet all of the Project to a single entity for any lawful purpose under the Act. The Company shall have the right, without the consent of the City, to sublet any part of the Project to more than one entity in the ordinary course of its business for any lawful purpose under the Act. No sublease of the Project shall release or discharge the Company from its primary liability for the payment of the Basic Rent and Additional Rent hereunder and the performance of each and all of the covenants and agreements herein contained, and its duties and obligations under this Lease s hall continue as if no such sublease had been made. The Company shall, within 10 days after the delivery thereof, furnish or cause to be furnished to the City and the Trustee a true and correct copy of each such sublease. Any assignee sublease may provide, at the Company’s option, that the City’s consent shall not be required in respect of all any further subletting thereunder if such further subletting is for a similar purpose as the rights original sublease and is for a purpose permissible under the Act. If for any reason this Lease and the leasehold estate of the Company shall agree to be bound hereunder is terminated by the City by summary proceedings or otherwise in accordance with the terms of this Lease, the Performance Agreement City covenants and agrees that such termination of this Lease shall not result in a termination of any sublease affecting the Project or any part or parts thereof and that they shall all continue for the duration of their respective terms and any other documents related extensions thereof as a direct lease between the City hereunder and the sublessee thereunder, with the same force and effect as if the City hereunder had originally entered into such sublease as landlord thereunder_ Any such sublessee shall not be named or joined in any action or proceeding by the City under this Lease to the issuance recover possession of the Bonds. Upon Project or for any other relief if such assignment of all the rights of the Company and agreement by the assignee to be bound by sublessee is not then in default under the terms of this Leaseits sublease beyond any applicable grace period for curing the same. The City shall, the Performance Agreement upon request, execute, acknowledge and any other documents related deliver such agreements evidencing and agreeing to the Bonds, the Company shall be released from and have no further obligations under this Lease, the Performance Agreement or any agreement related foregoing in a form reasonably satisfactory to the issuance of the BondsCompany. As permitted by Section 6(b) of Ordinance No. 2679, as amended by Ordinance No. , the City may reissue the Bonds and enter into amendments to or new versions of this Lease, the Performance Agreement and other documents related to the Bonds to accommodate separate ownership and financing of various portions of the Project. (d) Notwithstanding the foregoing, the Company may, in its ordinary course of business, sublease all or portions of the Project to tenants without the prior Any consent of the City so long as the Company remains obligated to perform all of its obligations under the Lease and the Performance Agreementrequired by this subsection (b) shall not be unreasonably withheld or delayed.

Appears in 1 contract

Sources: Lease Agreement (East Kansas Agri Energy LLC)

Assignment; Sublease. (a) The Company may assign, transfer, encumber or dispose of assign this Lease in whole or any interest herein or part hereof for any lawful purpose under in part, without the Act. Except as otherwise provided in this Section, necessity of obtaining the Company must obtain the City’s prior written consent before any such disposition, unless such disposition is to Ridgehouse Capital LLC or [*▇▇▇▇▇▇ Financial*] or an entity controlled by or under common control with or controlling the Company, Ridgehouse Capital LLC or [*▇▇▇▇▇▇ Financial*]. Notwithstanding the foregoing, the Lender may sell at foreclosure sale or by deed in lieu of foreclosure, the interest of the Company in this Lease Agreement. (b) With respect Trustee, subject, however, to any assignment, the Company or the Lender, as applicable, shall comply with each of the following conditions: (i) The Company shall obtain the prior written consent of the City, which consent shall not be unreasonably withheld, conditioned or delayed, to each assignment, unless such sale, transfer or assignment is to an Affiliate, or such sale, transfer or assignment is otherwise permitted under Section 10.7 hereof, in which event no written consent of the City shall be required, but, in such event, the Company shall notify provide the City with advance written notice of the assignment in writing;such assignment. (ii) such The assignee shall assume the obligations of the Company hereunder to the extent of the interest assigned; and (iii) Such assignment shall be in writing, duly executed and acknowledged by the assignor and in proper form for recording; (iiiiv) such Such assignment shall include the entire then unexpired term of this Lease; and (ivv) a duplicate original The Company shall, promptly following the completion of any such assignment shall assignment, furnish or cause to be delivered furnished to the City and to the Trustee within 10 days after a true and complete copy of each such assignment and assumption of obligations, as the execution thereof, together with an assumption agreement, duly executed and acknowledged by the assignee and in proper form for recording, by which the assignee shall assume all of the terms, covenants and conditions of this Lease on the part of the Company to be performed and observedcase may be. (cb) Any assignee of all the rights of the Company shall agree to be bound by the terms of this Lease, the Performance Agreement and any other documents related to the issuance of the Bonds. Upon such assignment of all the rights of the Company and agreement by the assignee to be bound by the terms of this Lease, the Performance Agreement and any other documents related to the Bonds, the Company shall be released from and have no further obligations under this Lease, the Performance Agreement or any agreement related to the issuance of the Bonds. As permitted by Section 6(b) of Ordinance No. 2679, as amended by Ordinance No. , the City may reissue the Bonds and enter into amendments to or new versions of this Lease, the Performance Agreement and other documents related to the Bonds to accommodate separate ownership and financing of various portions of the Project. (dc) Notwithstanding the foregoingIn addition to Permitted Encumbrances, the Company may, in its ordinary course of business, sublease all or portions may sublet less than 10% of the Project to tenants a single entity for any lawful purpose under the Act without the prior consent of the City, and may sublet any greater portion of the Project with the prior written consent of the City. The Company shall, within 10 days after the delivery thereof, furnish or cause to be furnished to the City so long and the Trustee a true and correct copy of each such sublease. Any sublease of less than 10% of the Project may provide, at the Company’s option, that the City’s consent shall not be required in respect of any further subletting thereunder if such further subletting is for a similar purpose as the Company remains obligated to perform all of its obligations original sublease and is for a purpose permissible under the Lease and the Performance AgreementAct.

Appears in 1 contract

Sources: Lease Agreement

Assignment; Sublease. (a) The Subject to Sections 10.4(c) and (d), the Company may shall have the right to assign, transfer, encumber or dispose of this Lease or any interest herein therein or part hereof thereof for any lawful purpose under the Act. Except as otherwise provided in this Section, the Company must obtain the City’s prior written consent before any such disposition, unless such disposition is to Ridgehouse Capital LLC or [*▇▇▇▇▇▇ Financial*] or an entity controlled by or under common control with or controlling the Company, Ridgehouse Capital LLC or [*▇▇▇▇▇▇ Financial*]. Notwithstanding the foregoing, the Lender may sell at foreclosure sale or by deed in lieu of foreclosure, the interest of the Company in this Lease Agreement. (b) With respect to any assignment, the Company or the Lender, as applicable, shall comply with the following conditions: (i1) the Company shall notify the City of the assignment in writing; (ii) such Such assignment shall be in writing, duly executed and acknowledged by the assignor and in proper form for recording; (iii2) such Such assignment shall include the entire then unexpired term of this Lease; and (iv3) a A duplicate original of such assignment shall be delivered to the City and the Trustee within 10 ten (10) days after the execution thereof, together with an assumption agreement, duly executed and acknowledged by the assignee and in proper form for recording, by which the assignee shall assume all of the terms, covenants and conditions of this Lease on the part of the Company to be performed and observed. (b) The Company shall have the right to sublet all or any part of the Project to one or more than one entity for any lawful purpose under the Act. The Company shall, within 10 days after the delivery thereof, furnish or cause to be furnished to the City and the Trustee a true and correct copy of each such sublease. Any sublease may provide, at the Company's option, that the City's consent shall not be required in respect of any further subletting thereunder if such further subletting is for a similar purpose as the original sublease and is for a purpose permissible under the Act. (c) Notwithstanding the foregoing, the right of the Company to assign or sublease any interests in this Lease without the prior consent of the City shall only be made (i) to any Person whose senior long term debt, or the senior long term debt of an entity controlled by, under common control with or controlling such Person is rated at least Baa3 by ▇▇▇▇▇'▇ Investors Service, Inc. (or any successor agency) or BBB- by Standard & Poors Rating Service (or any successor agency); (ii) so long as the Company shall remain secondarily liable, to any Person, or (iii) to an entity controlled by or under common control with or controlling the Company. Any assignee of all the rights of the Company shall agree to be bound by the terms of this Lease, the Performance Grant Agreement and any other documents related to the issuance of the Bonds. Upon such assignment of all the rights of the Company and agreement by the assignee to be bound by the terms of this Lease, the Performance Grant Agreement and any other documents related to the Bonds, the Company shall be released from and have no further obligations under this Lease, the Performance Grant Agreement or any agreement related to the issuance of the Bonds. As permitted by Section 6(b) of Ordinance No. 2679, as amended by Ordinance No. , the City may reissue the Bonds and enter into amendments to or new versions of this Lease, the Performance Agreement and other documents related to the Bonds to accommodate separate ownership and financing of various portions of the Project. (d) Notwithstanding the foregoing, the Company may, in its ordinary course of business, sublease all or portions of the Project to tenants without the prior consent of the City so long as the Company remains obligated to perform all of its obligations under the Lease and the Performance Agreement.

Appears in 1 contract

Sources: Lease Agreement

Assignment; Sublease. (a) The Company may assign, transfer, encumber or dispose of assign this Lease in whole or any interest herein or part hereof for any lawful purpose under in part, without the Act. Except as otherwise provided in this Sectionnecessity of obtaining the consent of the Trustee, subject, however, to each of the following conditions: (i) The Company must shall obtain the City’s prior written consent before any such dispositionof the City, which consent shall not be unreasonably withheld, conditioned or delayed, to each assignment, unless such disposition sale, transfer or assignment is to Ridgehouse Capital LLC or [*▇▇▇▇▇▇ Financial*] or an entity controlled by or under common control with or controlling the Company, Ridgehouse Capital LLC or [*▇▇▇▇▇▇ Financial*]. Notwithstanding the foregoingsuch sale, the Lender may sell at foreclosure sale transfer or by deed assignment is otherwise permitted under Section 10.7 hereof, in lieu of foreclosure, the interest which event no written consent of the Company City shall be required, but, in this Lease Agreement. (b) With respect to any assignmentsuch event, the Company or the Lender, as applicable, shall comply with the following conditions: (i) the Company shall notify provide the City with advance written notice of the assignment in writing;such assignment. (ii) such The assignee shall assume the obligations of the Company hereunder to the extent of the interest assigned; and (iii) Such assignment shall be in writing, duly ▇▇▇▇ executed and acknowledged by the assignor and in proper form for recording; (iiiiv) such Such assignment shall include the entire then unexpired term of this Lease; and (ivv) a duplicate original The Company shall, promptly following the completion of any such assignment shall assignment, furnish or cause to be delivered furnished to the City and to the Trustee within 10 days after a true and complete copy of each such assignment and assumption of obligations, as the execution thereof, together with an assumption agreement, duly executed and acknowledged by the assignee and in proper form for recording, by which the assignee shall assume all of the terms, covenants and conditions of this Lease on the part of the Company to be performed and observedcase may be. (cb) Any assignee of all the rights of the Company shall agree to be bound by the terms of this Lease, the Performance Agreement and any other documents related to the issuance of the Bonds. Upon such assignment of all the rights of the Company and agreement by the assignee to be bound by the terms of this Lease, the Performance Agreement and any other documents related to the Bonds, the Company shall be released from and have no further obligations under this Lease, the Performance Agreement or any agreement related to the issuance of the Bonds. As permitted by Section 6(b) of Ordinance No. 2679, as amended by Ordinance No. , the City may reissue the Bonds and enter into amendments to or new versions of this Lease, the Performance Agreement and other documents related to the Bonds to accommodate separate ownership and financing of various portions of the Project. (dc) Notwithstanding the foregoing, the The Company may, in its ordinary course of business, sublease all or portions of may sublet the Project to tenants a single entity for any lawful purpose under the Act and allowed under this Lease without the prior consent of the City. The Company shall, within 10 days after the delivery thereof, furnish or cause to be furnished to the City so long as the Company remains obligated to perform all of its obligations under the Lease and the Performance AgreementTrustee a true and correct copy of each such sublease.

Appears in 1 contract

Sources: Lease Agreement