Assignment Subleasing. (a) Except in compliance with this Paragraph 17, Tenant may neither assign its interest in this Lease and nor, with the exception of an Affiliate, sublet all or substantially all of the Leased Premises for the Permitted Use, whether voluntarily or involuntarily or by operation of Legal Requirements, without the consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. The merger of Tenant with any other entity or the assignment of substantially all the assets of Tenant whether or not located at the Leased Premises, shall constitute an assignment hereunder. Tenant shall have the right to mortgage its leasehold interest under this Lease in connection with a financing of substantially all its assets so long as (i) its lender and its affiliates (including all successors and assigns, whether directly or indirectly have a Tangible Net Worth at the time of the mortgage or any foreclosure, assignment in lieu of foreclosure of at least Two Hundred Million and 00/100 Dollars ($200,000,000.00), and (ii) the loan documentation shall be in a substance and form reasonably acceptable to Landlord. With respect to any assignment or sublease to an entity that is not an Affiliate consented to by Landlord or as permitted under this Lease without Landlord’s consent, Tenant shall provide Landlord with a written summary of the material terms of such assignment or sublease prior to the commencement date thereof. Notwithstanding the foregoing, or any other term or provision contained in this Lease to the contrary, upon not less than ten (10) days’ prior written notice by Tenant to Landlord (or, promptly following the assignment in the event Tenant is bound by confidentiality agreement(s) which prevent disclosure prior to the assignment) together with such financial information as Landlord may reasonably require, Tenant shall have the right to assign this Lease to a successor, or as a result of a merger, consolidation or restructuring of Tenant, or to the acquirer of all or substantially all of Tenant’s assets or stocks, so long as (i) no Event of Default has occurred and is continuing at the time of said notice to Landlord or exercise, (ii) such assignee, successor by merger or surviving entity is acquiring substantially all the assets or direct or indirect ownership of Tenant and (iii) such assignee, successor or surviving entity has a Tangible Net Worth of at least the greater of (x) Two Hundred Million and 00/100 Dollars ($200,000,000), (y) the Tangible Net Worth of Tenant immediately prior to such assignment and (z) Tenant shall comply with Paragraph 17(b) hereof to the extent applicable.
Appears in 1 contract
Assignment Subleasing. (a) Except in compliance with this Paragraph 17, Tenant may neither assign its interest in this Lease and nor, with the exception of an Affiliate, sublet all or substantially all of the Leased Premises for the Permitted Use, whether voluntarily or involuntarily or by operation of Legal Requirements, without the consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. The merger of Tenant with any other entity or the assignment of substantially all the assets of Tenant whether or not located at the Leased Premises, shall constitute an assignment hereunder. Tenant shall have the right to mortgage its leasehold interest under this Lease in connection with a financing of substantially all its assets so As long as (i) its lender and its affiliates (including all successors and assigns, whether directly or indirectly have a Tangible Net Worth at the time of the mortgage or any foreclosure, assignment in lieu of foreclosure of at least Two Hundred Million and 00/100 Dollars ($200,000,000.00), and (ii) the loan documentation shall be in a substance and form reasonably acceptable to Landlord. With respect to any assignment or sublease to an entity that Tenant is not an Affiliate consented to by Landlord or as permitted in default under the terms and conditions of this Lease without Landlord’s consent, Tenant shall provide Landlord with a written summary of the material terms of such assignment or sublease prior to the commencement date thereof. Notwithstanding the foregoing, or any other term or provision contained in this Lease to the contrary, upon not less than ten (10) days’ prior written notice by Tenant to Landlord (or, promptly following the assignment in the event Tenant is bound by confidentiality agreement(s) which prevent disclosure prior to the assignment) together with such financial information as Landlord may reasonably requireLease, Tenant shall have the right to sublet or assign all or part of the Leased Premises to an Affiliate of Tenant without Landlord’s consent. Before such assignment or subletting to an Affiliate of Tenant shall be effective however, Tenant shall provide Landlord written notice of the name of such sublessor or assignee and a description of the relationship of such party to Tenant. As long as Tenant is not in default under the terms and conditions of this Lease, Tenant shall have the right to sublet or assign all or part of the Leased Premises to any Party that is not an Affiliate of Tenant with Landlord's prior written consent, but said consent shall not be unreasonably withheld. In all circumstances, Tenant shall furnish Landlord with a fully executed copy of such assignment or sublease, promptly after the same is executed. No sublease under, or assignment of this Lease to a successor(or any rejection in bankruptcy or other default by any assignee or sublessee hereunder) shall relieve Tenant of its obligations hereunder, or which shall continue as a result the obligations of a principal and not as the obligations of a surety or a guarantor. Notwithstanding any merger, consolidation or restructuring of Tenant, or to the acquirer of all or substantially all of Tenant’s assets or stocks, so long as sale (i) no Event of Default has occurred and is continuing at the time of said notice to Landlord or exercise, Tenant; (ii) such assigneeof any parent, successor by merger subsidiary or surviving entity is acquiring substantially all Affiliate of the assets Tenant; or direct or indirect ownership of Tenant and (iii) of any or all of the assets of the Tenant or any parent, subsidiary or Affiliate of the Tenant, the Tenant (and any successor of the Tenant by such assigneemerger, sale or consolidation) shall continue to be obligated for all of the Tenant’s obligations hereunder without any abatement, diminution, set-off, reduction, rebate, termination, or decrease. The joint and several liability of Tenant named herein and any immediate and remote successor in interest of Tenant (by assignment or surviving entity has a Tangible Net Worth of at least the greater of (x) Two Hundred Million and 00/100 Dollars ($200,000,000otherwise), and the due performance of the obligations of this Lease on Tenant’s part to be performed or observed, shall not in any way be discharged, released or impaired by any (yi) agreement which modifies any of the Tangible Net Worth rights or obligations of Tenant immediately prior the parties under this Lease; (ii) stipulation which extends the time within which an obligation under this Lease is to such assignment be performed; (iii) waiver of the performance of an obligation required under this Lease; or (iv) failure to enforce any of the obligations set forth in this Lease, unless in each case, the same has been consented to by Landlord and (z) Tenant shall comply with Paragraph 17(b) hereof to the extent applicableLender.
Appears in 1 contract
Assignment Subleasing. (a) Except Tenant is currently in compliance with this Paragraph 17, occupancy and is operating its business at the Premises. Tenant may neither not assign its interest in this Lease and nor, with the exception of an Affiliate, sublet all or substantially all sublease any portion(s) of the Leased Premises for the Permitted Use, whether voluntarily or involuntarily or by operation of Legal Requirements, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned withheld or delayed. No sublease under, or assignment or other transfer of, this Lease shall relieve Tenant of its obligations hereunder, which shall continue as the obligations of a principal and not as the obligations of a surety or a guarantor. The merger joint and several liability of Tenant with named herein and any other entity or the assignment of substantially all the assets immediate and remote successor in interest of Tenant whether (by assignment or not located at otherwise), and the Leased Premisesdue performance of the obligations of this Lease on Tenant's part to be performed or observed, shall constitute not in any way be discharged, released or impaired by any (i) agreement which modifies any of the rights or obligations of the parties under this Lease, (ii) stipulation which extends the time within which an assignment hereunder. Tenant shall have the right to mortgage its leasehold interest obligation under this Lease in connection with a financing of substantially all its assets so long as is to be performed, (iiii) its lender and its affiliates (including all successors and assigns, whether directly or indirectly have a Tangible Net Worth at the time waiver of the mortgage performance of an obligation required under this Lease, or (iv) failure to enforce any foreclosureof the obligations set forth in this Lease, assignment unless in lieu of foreclosure of at least Two Hundred Million and 00/100 Dollars ($200,000,000.00)each case, and (ii) the loan documentation shall be in a substance and form reasonably acceptable to Landlord. With respect to any assignment or sublease to an entity that is not an Affiliate same has been consented to by Landlord and Lender. (b) Each sublease of the Premises or as permitted under any part thereof shall be subject and subordinate to the provisions of this Lease without Landlord’s consentLease. Tenant agrees that in the case of an assignment, Tenant shall provide Landlord with a written summary of the material terms of such assignment or sublease prior to the commencement date thereof. Notwithstanding the foregoingshall, or any other term or provision contained in this Lease to the contrary, upon not less than ten (10) days’ days prior written to the execution and delivery of any such assignment as described in this Paragraph 17(b), give notice by of such assignment to Landlord. Tenant further agrees that in the case of such assignment, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (or, promptly following the i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by the event assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease on the part of the Tenant is bound by confidentiality agreement(s) which prevent disclosure prior to be observed and performed from and after the date of such assignment) together with such financial information as Landlord may reasonably require, and, in the case of a sublease, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease. (c) Upon the occurrence of an Event of Default under this Lease, Landlord shall have the right to assign this Lease collect and enjoy all rents and other sums of money payable under any sublease of any of the Premises, and Tenant hereby irrevocably and unconditionally assigns all rights under any such sublease including rents and money to a successorLandlord, or as a result which assignment may be exercised upon and after (but not before) the occurrence of a merger, consolidation or restructuring of Tenant, or to the acquirer of all or substantially all of Tenant’s assets or stocks, so long as (i) no an Event of Default has occurred Default. (d) Any sublease shall provide that upon notice from Landlord and is continuing at the time Lender of said notice to an Event of Default, all rent due under such sublease shall be paid as so directed. In no event shall Landlord or exercise, (ii) such assignee, successor by merger Lender have the right to direct the payment of sublease rents to any party other than Tenant except in an aggregate amount equal to or surviving entity is acquiring substantially all less than the assets or direct or indirect ownership of Tenant and (iii) such assignee, successor or surviving entity has a Tangible Net Worth of at least the greater of (x) Two Hundred Million and 00/100 Dollars ($200,000,000), (y) the Tangible Net Worth of Tenant immediately prior to such assignment and (z) Tenant shall comply with Paragraph 17(b) hereof to the extent applicableaggregate amounts due hereunder. 18.
Appears in 1 contract
Samples: Ace Hardware Corp
Assignment Subleasing. (a) Except in compliance with this Paragraph 17, Tenant may neither assign its interest in this This Lease and norall rights of Lessor hereunder shall be assignable by Lessor absolutely or as security, with without notice to Lessee, subject to the exception rights of an Affiliate, sublet all or substantially all Lessee hereunder for the use and possession of the Leased Premises Equipment for the Permitted Use, whether voluntarily or involuntarily or by operation of Legal Requirements, without the consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. The merger of Tenant with any other entity or the assignment of substantially all the assets of Tenant whether or not located at the Leased Premises, shall constitute an assignment hereunder. Tenant shall have the right to mortgage its leasehold interest under this Lease in connection with a financing of substantially all its assets so long as (i) its lender and its affiliates (including all successors and assigns, whether directly or indirectly have a Tangible Net Worth at the time of the mortgage or any foreclosure, assignment in lieu of foreclosure of at least Two Hundred Million and 00/100 Dollars ($200,000,000.00), and (ii) the loan documentation shall be in a substance and form reasonably acceptable to Landlord. With respect to any assignment or sublease to an entity that is not an Affiliate consented to by Landlord or as permitted under this Lease without Landlord’s consent, Tenant shall provide Landlord with a written summary of the material terms of such assignment or sublease prior to the commencement date thereof. Notwithstanding the foregoing, or any other term or provision contained in this Lease to the contrary, upon not less than ten (10) days’ prior written notice by Tenant to Landlord (or, promptly following the assignment in the event Tenant is bound by confidentiality agreement(s) which prevent disclosure prior to the assignment) together with such financial information as Landlord may reasonably require, Tenant shall have the right to assign this Lease to a successor, or as a result of a merger, consolidation or restructuring of Tenant, or to the acquirer of all or substantially all of Tenant’s assets or stocks, so long as (i) no Event of Default has occurred and is continuing at hereunder. Any such assignment shall not relieve Lessor of its obligations hereunder unless specifically assumed by the time of said notice to Landlord or exercise, (ii) such assignee, successor by merger and LESSEE AGREES IT SHALL NOT ASSERT ANY DEFENSE, RIGHTS OF SET-OFF OR COUNTERCLAIM AGAINST ANY ASSIGNEE TO WHICH LESSOR SHALL HAVE ASSIGNED ITS RIGHTS AND INTERESTS HEREUNDER, NOR HOLD OR ATTEMPT TO HOLD SUCH ASSIGNEE LIABLE FOR ANY OF LESSOR'S OBLIGATIONS HEREUNDER. No such assignment shall materially increase Lessee's obligations hereunder. LESSEE SHALL NOT ASSIGN OR DISPOSE OF ANY OF ITS RIGHTS OR OBLIGATIONS UNDER THIS LEASE OR ENTER INTO ANY SUBLEASE (EXCEPT AS PROVIDED BELOW) WITH RESPECT TO ANY OF THE EQUIPMENT WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF LESSOR. Any provision of this Lease to the contrary notwithstanding, Lessee may rent or surviving entity is acquiring substantially lease each item of Equipment in the regular course of its business to one or more of Lessee's commercial customers (each, an "End User") in the ordinary course of Lessee's business, all pursuant to one or more leases or rental agreements pertaining to the assets or direct or indirect ownership of Tenant Equipment (individually and (iii) such assignee, successor or surviving entity has collectively referred to hereinafter as a Tangible Net Worth of at least the greater of (x) Two Hundred Million and 00/100 Dollars ($200,000,000"Lease Agreement"), (y) the Tangible Net Worth terms and conditions of Tenant immediately prior to such assignment and (z) Tenant which shall comply with Paragraph 17(b) hereof in all respects be subject to the extent applicable.prior approval of Lessor and Lessor's Assignee, and pursuant to which all of the rights of Lessee, and any End Users in and to the Equipment and the Lease Agreements shall be subject and subordinate to all of the rights, title and interests of Lessor and Lessor's Assignee therein. Attached hereto as Exhibits A and B are forms of Lease Agreements for use between Lessee and End Users, each of which have been approved by Lessor. Lessee shall, promptly upon Lessor's periodic request (not more frequently than four times per year), submit to Lessor a report listing the description, serial number, title state, title number, model year, age, original cost, capital repairs, daily, weekly and monthly lease rate, lease term, and End User name and location for each Item of Equipment then subject to this Lease and a Lease Agreement. Such report shall be certified by a duly authorized officer of Lessee. To further secure payment of all indebtedness, obligations and liabilities of Lessee owing to Lessor, of every kind and description, and all interest, taxes, fees, charges, expenses and attorneys fees chargeable to Lessee or incurred by Lessor in connection with this Lease (the "Obligations"), Lessee agrees:
Appears in 1 contract
Samples: Master Equipment Lease Agreement (PLM International Inc)
Assignment Subleasing. (a) Except NT Collocator may, without any approval or consent of Tower Owner, sublease, license, sublicense or grant concessions or other rights for the occupancy or use of any portion of the NT Collocation Space to any of NT Collocator’s Affiliates. NT Collocator may, without any approval or consent of Tower Owner, sell, convey, assign or transfer all or any portion of its rights and obligations under this MLA or any SLA: (i) to any of NT Collocator’s Affiliates, (ii) to any Person that acquires all or substantially all of NT Collocator’s assets in compliance with this Paragraph 17any market defined by the ATT, Tenant may neither assign its interest in this Lease and nor, with the exception of an Affiliate, sublet (iii) to any Person that acquires all or substantially all of the Leased Premises for the Permitted Useassets of NT Collocator, whether voluntarily or involuntarily (iv) to a successor Person that, directly or indirectly, acquires more than a 50% ownership interest in NT Collocator, effected through a transaction or series of transactions (including by way of merger, consolidation, business combination, other reorganization or similar transaction or by operation of Legal Requirementslaw), provided that (i) the assignee has creditworthiness, equal or greater than NT Collocator to perform the obligations of the assigning party under the MLA and the SLAs and (ii) the assignee owns directly or indirectly the right to use the applicable spectrum/frequency. Except as set forth in this Section 25(a), NT Collocator may not, directly or indirectly, sell, convey, assign or transfer (by change of control, operation of law or otherwise) its rights or obligations under this MLA and the applicable SLAs without the written consent of LandlordTower Owner, which consent shall not be unreasonably withheld, conditioned or delayed. The merger Nothing in this MLA or any SLA shall prohibit the use of Tenant any Site, any NT Communications Equipment or NT Collocator’s communications network by third parties as expressly permitted under Section 5. If NT Collocator effects a sale, conveyance, assignment or transfer to a transferee that has a creditworthiness equal to or in excess of the NT Parties or provides a guaranty for the benefit of Tower Owner from a guarantor with any other entity a creditworthiness equal to or in excess of the NT Parties (a “Qualifying Transferee”), then the obligations of the NT Parties with respect to each Site that is the subject of such sale, conveyance, assignment or transfer shall cease and terminate, and Tower Owner shall look only and solely to the Qualifying Transferee and its guarantor for performance of substantially all of the assets duties and obligations of Tenant whether or not located at the Leased Premises, shall constitute an assignment hereunder. Tenant shall have the right to mortgage its leasehold interest NT Collocator under this Lease in connection with a financing MLA from and after the date of substantially all its assets so long as (i) its lender and its affiliates (including all successors and assignssuch sale, whether directly or indirectly have a Tangible Net Worth at the time of the mortgage or any foreclosureconveyance, assignment in lieu of foreclosure of at least Two Hundred Million and 00/100 Dollars ($200,000,000.00)or transfer. Otherwise, and (ii) the loan documentation shall be in a substance and form reasonably acceptable to Landlord. With respect to any assignment or sublease to an entity that is not an Affiliate consented to by Landlord or as permitted under this Lease without Landlord’s consent, Tenant shall provide Landlord with a written summary of the material terms of such assignment or sublease prior to the commencement date thereof. Notwithstanding the foregoing, or any other term or provision contained in this Lease to the contrary, upon not less than ten (10) days’ prior written notice by Tenant to Landlord (or, promptly following the assignment in the event Tenant is bound by confidentiality agreement(s) which prevent disclosure prior of any such sale, conveyance, assignment or transfer, NT Collocator shall remain liable under this MLA for the performance of NT Collocator’s duties and obligations hereunder with respect to the assignment) together with such financial information as Landlord may reasonably require, Tenant shall have the right to assign this Lease to a successor, or as a result of a merger, consolidation or restructuring of Tenant, or to the acquirer of all or substantially all of Tenant’s assets or stocks, so long as (i) no Event of Default has occurred and is continuing at the time of said notice to Landlord or exercise, (ii) such assignee, successor by merger or surviving entity is acquiring substantially all the assets or direct or indirect ownership of Tenant and (iii) such assignee, successor or surviving entity has a Tangible Net Worth of at least the greater of (x) Two Hundred Million and 00/100 Dollars ($200,000,000), (y) the Tangible Net Worth of Tenant immediately prior to such assignment and (z) Tenant shall comply with Paragraph 17(b) hereof to the extent applicableapplicable Sites.
Appears in 1 contract
Samples: Master Lease Agreement (Trilogy International Partners Inc.)
Assignment Subleasing. (a) a. Except in compliance with this Paragraph 17, Tenant may neither assign its interest in this Lease and nornor , with the exception of an Affiliate, sublet all or substantially all of the Leased Premises for the Permitted Use, whether voluntarily or involuntarily or by operation of Legal Requirements, without the consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. The merger of Tenant with any other entity or the assignment of substantially all the assets of Tenant whether or not located at the Leased Premises, shall constitute an assignment hereunder. [Tenant shall have the right to mortgage its leasehold interest under this Lease in connection with a financing of substantially all its assets so long as (i) its lender and its affiliates (including all successors and assigns, whether directly or indirectly have a Tangible Net Worth at the time of the mortgage or any foreclosure, assignment in lieu of foreclosure of at least Two Hundred Million and 00/100 Dollars ($200,000,000.00), (1) and (ii) the loan documentation shall be in a substance and form reasonably acceptable to Landlord. With respect to any assignment or sublease to an entity that is not an Affiliate consented to by Landlord or as permitted under this Lease without Landlord’s consent, Tenant shall provide Landlord with a written summary of the material terms of such assignment or sublease prior to the commencement date thereof. Notwithstanding the foregoing, or any other term or provision contained in this Lease to the contrary, upon not less than ten (10) days’ prior written notice by Tenant to Landlord (or, promptly following the assignment in the event Tenant is bound by confidentiality agreement(s) which prevent disclosure prior to the assignment) together with such financial information as Landlord may reasonably require, Tenant shall have the right to assign this Lease to a successor, or as a result of a merger, consolidation or restructuring of Tenant, or to the acquirer of all or substantially all of Tenant’s assets or stocks, so long as (i) no Event of Default has occurred and is continuing at the time of said notice to Landlord or exercise, (ii) such assignee, successor by merger or surviving entity is acquiring substantially all the assets or direct or indirect ownership of Tenant and (iii) such assignee, successor or surviving entity has a Tangible Net Worth of at least the greater of (x) Two Hundred Million and 00/100 Dollars ($200,000,000), (y) the Tangible Net Worth of Tenant immediately prior to such assignment and (z) Tenant shall comply with Paragraph 17(b) hereof to the extent applicable.
Appears in 1 contract
Samples: Real Estate Sale Agreement (Axcelis Technologies Inc)
Assignment Subleasing. (a) Except Tenant (or Tenant's wholly-owned subsidiary or an entity controlled by or in compliance common control with this Paragraph 17, Tenant) is currently in occupancy and is operating its business at the Leased Premises. Tenant may neither assign its interest in this Lease and nor, with the exception of an Affiliate, sublet all or substantially all sublease any portion(s) of the Leased Premises for the Permitted Use, whether voluntarily or involuntarily or by operation of Legal Requirements, without the prior written consent of Landlord; provided, which however, that Tenant must obtain Stanford's consent shall not be unreasonably withheld, conditioned or delayedpursuant to the Ground Lease. The merger In the event of Tenant with any other entity or the assignment of substantially all the assets of Tenant whether or not located at the Leased Premises, shall constitute an assignment hereunder. Tenant shall have the right to mortgage its leasehold interest under this Lease in connection with a financing of substantially all its assets so long as (i) its lender and its affiliates (including all successors and assigns, whether directly or indirectly have a Tangible Net Worth at the time of the mortgage or any foreclosure, assignment in lieu of foreclosure of at least Two Hundred Million and 00/100 Dollars ($200,000,000.00), and (ii) the loan documentation shall be in a substance and form reasonably acceptable to Landlord. With respect to any assignment or sublease to an entity that is not an Affiliate consented to by Landlord or as permitted under this Lease without Landlord’s consentaffiliated with the Tenant involving greater than thirty-three percent (33%) of the Leased Premises, Tenant shall provide give Notice to Landlord with a written summary of the material terms of such assignment or sublease prior by providing an executed copy of each such assignment or sublease, as the case may be. No sublease under, or assignment of this Lease shall relieve Tenant of its obligations hereunder, which shall continue as the obligations of a principal and not as the obligations of a surety or a guarantor. The joint and several liability of Tenant named herein and any immediate and remote successor in interest of Tenant (by assignment or otherwise), and the due performance of the obligations of this Lease on Tenant's part to be performed or observed, shall not in any way be discharged, released or impaired by any (i) agreement which modifies any of the rights or obligations of the parties under this Lease, (ii) stipulation which extends the time within which an obligation under this Lease is to be performed, (iii) waiver of the performance of an obligation required under this Lease, or (iv) failure to enforce any of the obligations set forth in this Lease, unless in each case, the same has been consented to by Landlord and Lender. (b) Each sublease of the Leased Premises or any part thereof shall be subject and subordinate to the commencement date thereofprovisions of this Lease. Notwithstanding Tenant agrees that in the foregoingcase of an assignment, or any other term or provision contained in this Lease to the contraryTenant shall, upon not less than ten (10) days’ prior written notice by Tenant to Landlord (or, promptly following the assignment in the event Tenant is bound by confidentiality agreement(s) which prevent disclosure days prior to the execution and delivery of any such assignment as described in this Section 17(b), give notice of such assignment to Landlord and Lender. Tenant further agrees that in the case of such assignment, Tenant shall, within fifteen (15) together with days after the execution and delivery of any such financial information assignment, deliver to Landlord and Lender (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by the assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the applicable terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment, and, in the case of a sublease, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord and Lender a duplicate original of such sublease. (c) Upon the occurrence of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease of any of the Leased Premises, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment may be exercised upon and after (but not before) the occurrence of an Event of Default, taking into account any applicable cure periods. (d) Any sublease shall provide that upon notice from Landlord and/or Lender of an Event of Default, all rent due under such sublease shall be paid as so directed. In the event Landlord may reasonably requireand/or Lender give such notice under such sublease and Tenant is not then in default under this Lease, then Tenant shall have the right to assign withhold rent payments due under this Lease to a successor, or in amounts totaling the amount of rent actually paid under such sublease as a result of a merger, consolidation or restructuring of Tenant, or to the acquirer of all or substantially all of Tenant’s assets or stocks, so long as (i) such was directed. In no Event of Default has occurred and is continuing at the time of said notice to event shall Landlord or exercise, (ii) such assignee, successor by merger Lender have the right to direct the payment of sublease rents to any party other than Tenant except in an aggregate amount equal to or surviving entity is acquiring substantially all less than the assets or direct or indirect ownership of Tenant and (iii) such assignee, successor or surviving entity has a Tangible Net Worth of at least the greater of (x) Two Hundred Million and 00/100 Dollars ($200,000,000), (y) the Tangible Net Worth of Tenant immediately prior to such assignment and (z) Tenant shall comply with Paragraph 17(b) hereof to the extent applicableaggregate amounts due hereunder. 18.
Appears in 1 contract
