Common use of Landlord Transfer Clause in Contracts

Landlord Transfer. Subject to the Purchase Option under Section 30.1(d) of this Lease, nothing contained in this Lease shall be deemed in any way to limit, restrict or otherwise affect the right of Landlord at any time and from time to time to sell, transfer, assign or convey all or any portion of the Landlord’s Estate and its interest in this Lease; provided, however, that in each such instance any such sale, transfer, assignment or conveyance shall (i) by its express terms recognize and confirm that such sale, transfer, assignment or conveyance is in all respects subject to the Lease and to the Leasehold Estate of Tenant created by this Lease, (ii) by its express terms recognize and confirm that the right of possession of Tenant to the Private Facilities and Xxxxxx’s other rights and the rights of all Leasehold Mortgagees arising out of this Lease (or any New Lease pursuant to Article 15) shall not be adversely affected or disturbed in any way by any such sale, transfer, assignment or conveyance. If Landlord sells, assigns, or otherwise transfers (whether by operation of law or otherwise) all or any part of its interest in the Premises or this Lease in conformity with the foregoing and the assignee assumes the obligations of Landlord under this Lease accruing from and after the date of such assignment, as of the effective date of the transfer (a) the transferor shall be relieved of all obligations and liabilities of Landlord under this Lease accruing from and after the effective date of the transfer, but shall remain liable for acts or omissions occurring prior to the effective date of such transfer (unless the same are expressly and specifically assumed in writing by the transferee), and nothing in this Section shall be construed to release the assigning Landlord from such liability, and (b) the transferee shall be deemed to have assumed all of Landlord’s obligations and liabilities under this Lease effective from and after the effective date of the transfer. All subsequent transfers by Landlord of Landlord’s Estate and this Lease shall likewise be subject to the terms and conditions of this Section.

Landlord Transfer. (a) Subject to the Purchase Option under terms of Section 30.1(d18.2 and Article XXXI, Landlord may, without the consent or approval of Tenant, sell or otherwise transfer all (and not less than all) of this Lease, nothing contained in this Lease shall be deemed in any way 8080 the Leased Property to limit, restrict a single buyer or otherwise affect the right of Landlord at any time and from time to time to sell, transfer, assign or convey all or any portion of the Landlord’s Estate and its interest in this Lease; provided, however, that in each such instance any other transferee who is not a Competitor. In connection with such sale, transferLandlord and the buyer or other transferee shall concurrently enter into an assignment agreement pursuant to which Landlord assigns to such buyer or other transferee all of its rights, assignment or conveyance shall (i) by its express terms recognize title and confirm that such sale, transfer, assignment or conveyance is in all respects subject to the Lease and to the Leasehold Estate of Tenant created by interest under this ILEC Master Lease, (ii) by its express terms recognize and confirm that the right of possession of Tenant to the Private Facilities and Xxxxxx’s other rights and the rights buyer or other transferee agrees to perform all of all Leasehold Mortgagees arising out of this Lease (or any New Lease pursuant to Article 15) shall not be adversely affected or disturbed in any way by any such salethe obligations, transferterms, assignment or conveyance. If Landlord sells, assigns, or otherwise transfers (whether by operation of law or otherwise) all or any part of its interest in the Premises or this Lease in conformity with the foregoing covenants and the assignee assumes the obligations conditions of Landlord under this Lease accruing from and after the date of such assignment, as of the effective date of the transfer (a) the transferor shall be relieved of all obligations and liabilities of Landlord under this Lease accruing hereunder from and after the effective date of the sale or other transfer. Notwithstanding anything to the contrary herein, but each entity comprising Landlord must assign 100% of its right, title and interest under this ILEC Master Lease to the buyer or other transferee in order for an assignment of the ILEC Master Lease to be permitted under the terms of this Section 18.1(a); provided that, in connection with any assignment of this ILEC Master Lease pursuant to this Section 18.1(a), the buyer or other transferee simultaneously shall remain liable for acts assume the obligations of the Lender (as defined in the ILEC Equipment Loan Agreement) to make ILEC Equipment Loans after the date of such assignment. Notwithstanding anything to the contrary herein, to the extent Landlord effectuates a sale or omissions occurring prior other transfer pursuant to this Section 18.1(a), unless an identical transfer to the same transferee (or its Affiliates) is made substantially concurrently therewith of the CLEC Master Lease (in which case the following identified sections and provisions shall continue to apply to such transferred ILEC Master Lease solely as it relates to such transferred CLEC Master Lease), then upon such transfer (I) the following Sections of this ILEC Master Lease shall be of no further force and effect: Sections 10.2(f), 16.1(o), and 21.2, the last sentence of Section 10.3(a), the first sentence of the final paragraph of Section 22.2, references to CLEC Master Lease, CLEC Tenant and CLEC Landlord, as applicable, in Sections 10.2(e), 10.3(c)(i), 10.3(d)(ii) and 10.3(d)(iii), the ETI Cap Proviso and this sentence and (II) any remaining Cumulative GCI Commitment shall be allocated between this ILEC Master Lease (and the ILEC Equipment Loan Agreement), on the one hand, and the CLEC Master Lease (and the CLEC Equipment Loan Agreement), on the other hand, following the effective date of such transfer as follows: Tenant, in its sole and absolute discretion, shall assign (unless x) a portion of the same are expressly remaining Cumulative GCI Commitment not exceeding an aggregate amount $20,000,000 per calendar year remaining (or an applicable pro rata amount for any partial year based on a 365 day year) to the CLEC Master Lease (together with the CLEC Equipment Loan Agreement for the avoidance of doubt) and specifically assumed (y) the remainder of the Cumulative GCI Commitment to this ILEC Master Lease (together with the ILEC Equipment Loan Agreement for the avoidance of doubt); and Tenant will bifurcate the ETI Cap, Sub-IRR Capped Expenditures threshold and Challenge Right Cap between the CLEC Master Lease and ILEC Master Lease in writing by its sole discretion; provided, that not more than five million dollars ($5,000,000) of the transfereeETI Cap is allocated to the CLEC Master Lease; provided, further, that Tenant, Landlord and the proposed transferee shall reasonably cooperate in connection with any amendments to this ILEC Master Lease and the CLEC Master Lease to effectuate the agreed upon allocation of Cumulative GCI Commitment and the bifurcation of the ETI Cap, Sub-IRR Capped Expenditures threshold and Challenge Right Cap. In addition, notwithstanding anything to the contrary herein, to the extent a transfer of this ILEC Master Lease is made pursuant to this Section 18.1(a), clauses (ii) and nothing in this (iii) of Section 16.1(o) shall be construed of no further force and effect with respect to release the assigning Landlord from such liability, and (b) the transferee shall be deemed to have assumed all of Landlord’s obligations and liabilities under this Lease effective from and after the effective date of the transfer. All subsequent transfers by Landlord of Landlord’s Estate and this Lease shall likewise be subject any outstanding Equipment Loans not transferred to the terms subject transferee (or its Affiliates) and conditions of this Sectionretained by transferor landlord or its Affiliate.

Landlord Transfer. Subject The Landlord will not allow or cause a Landlord Transfer, without giving prior written notice to the Purchase Option Tenant. In addition, if the Tenant leases and/or occupies seventy-five (75%) percent or more of the Rentable Area of the Building, the Landlord will not allow or cause a Landlord Transfer without obtaining the prior written consent of the Tenant, which consent may not be unreasonably withheld or unduly delayed. If the Tenant’s consent is required hereunder, within fifteen (15) days after having received the Landlord’s notice and all the information it reasonably requires, the Tenant will notify the Landlord in writing either that the Tenant consents or does not consent to the Landlord Transfer. The Landlord acknowledges that the factors governing the granting of the Tenant’s consent to any Landlord Transfer may include, without limitation, the financial background, business history and the capability of the proposed Landlord Transferee to perform the obligations of the Landlord under Section 30.1(d) of this Lease, nothing contained and the nature of the business practices of the proposed Landlord Transferee. In the event of a Landlord Transfer and to the extent that the Landlord Transferee assumes the covenants and obligations of the Landlord hereunder in writing directly with the Tenant, the Landlord shall, thereupon and without further agreement, be freed and relieved of all liability with respect to such covenants and obligations. Section 5.24 The Landlord shall direct and require all of its directors, officers, Landlord to employees, agents and duly authorized representatives to communicate Communicate only with Ontario Infrastructure and Lands Corporation or, if so Directly with directed, its Service Provider, in respect of any matters relating to this Tenant Lease and shall be deemed not, under any circumstances save and except regarding parking arrangements or emergencies requiring immediate access into the Premises, allow or permit its directors, officers, employees, agents and duly authorized representatives to communicate with any Occupant of the Premises in any way to limit, restrict or otherwise affect the right of Landlord manner whatsoever at any time and from time to time to sell, transfer, assign or convey all or any portion of during the Landlord’s Estate and its interest in this Lease; provided, however, that in each such instance any such sale, transfer, assignment or conveyance shall (i) by its express terms recognize and confirm that such sale, transfer, assignment or conveyance is in all respects subject to the Lease and to the Leasehold Estate of Tenant created by this Lease, (ii) by its express terms recognize and confirm that the right of possession of Tenant to the Private Facilities and Xxxxxx’s other rights and the rights of all Leasehold Mortgagees arising out of this Lease (or any New Lease pursuant to Article 15) shall not be adversely affected or disturbed in any way by any such sale, transfer, assignment or conveyance. If Landlord sells, assigns, or otherwise transfers (whether by operation of law or otherwise) all or any part of its interest in the Premises or this Lease in conformity with the foregoing and the assignee assumes the obligations of Landlord under this Lease accruing from and after the date of such assignment, as of the effective date of the transfer (a) the transferor shall be relieved of all obligations and liabilities of Landlord under this Lease accruing from and after the effective date of the transfer, but shall remain liable for acts or omissions occurring prior to the effective date of such transfer (unless the same are expressly and specifically assumed in writing by the transferee), and nothing in this Section shall be construed to release the assigning Landlord from such liability, and (b) the transferee shall be deemed to have assumed all of Landlord’s obligations and liabilities under this Lease effective from and after the effective date of the transfer. All subsequent transfers by Landlord of Landlord’s Estate and this Lease shall likewise be subject to the terms and conditions of this SectionTerm.

Landlord Transfer. Subject to the Purchase Option under purchase option contained in Section 30.1(d) 37. of this Lease, nothing contained if, at any time during the Primary or any Renewal Term of this Lease, Landlord shall desire to offer to sell the Demised Premises, or shall receive from a third party a bona fide written or verbal offer to purchase the Demised Premises which Landlord desires to accept, Landlord, before unconditionally making or accepting the offer (as the case may be), shall send Tenant two (2) copies of a contract for the sale of the Demised Premises embodying the terms of the offer, both copies of which have been duly executed by Landlord, together with a written notification from Landlord of Landlord’s intention to make or accept the offer embodied in this Lease the contract (as the case may be) if the offer is not accepted by Tenant. Tenant shall have the right, within thirty (30) days of the receipt of the contract and the written notice, to purchase the Demises Premises or such part thereof on the terms and conditions set forth in such contract. In the event Tenant elects to accept the offer embodied in the contract, Tenant must do so by executing one copy of the contract and returning it to Landlord within said thirty (30) day period. In any event, the purchase of the Demised Premises by Tenant shall close within thirty (30) days after the date on which Tenant executed the contract. If Tenant does not accept the offer embodied in the contract within the thirty (30) day period specified above, then the offer embodied in the contract shall be deemed withdrawn from Tenant and Landlord shall be free to sell or offer to sell the Demised Premises to third parties on terms not less favorable to Landlord than those set forth in the contract free and clear of Tenant’s rights as set forth in this Section 18. If Landlord does not sell and close, for any way reason, under the contract on which notice to limitTenant was given within ninety (90) days of giving such notice, restrict Tenant’s rights as set forth in this Section 18 continue as to any new or otherwise affect additional offers to purchase which are acceptable to Landlord. Subject to all of the terms, covenants and conditions of this Lease and the Collateral Documents, Landlord shall have the right of Landlord at any time and from time to time to sell, transfer, assign and convey, in whole or convey in part, any or all or any portion of the Landlord’s Estate right, title and its interest in this Lease; providedto the Demised Premises, howeverprovided such transferee or assignee shall be bound by the terms, that in each such instance covenants and agreements herein contained and shall expressly assume and agree to perform the covenants and agreements of Landlord herein contained. In the event of any such sale, assignment or other transfer, assignment or conveyance shall (i) by its express terms recognize and confirm that such sale, transfer, assignment or conveyance is in all respects subject to the Lease and to the Leasehold Estate of Tenant created by this Lease, (ii) by its express terms recognize and confirm that the right of possession of Tenant to the Private Facilities and Xxxxxx’s other rights and the rights of all Leasehold Mortgagees arising out of this Lease (or any New Lease pursuant to Article 15) Landlord shall not be adversely affected or disturbed in any way by any such sale, transfer, assignment or conveyance. If Landlord sells, assigns, or otherwise transfers (whether by operation of law or otherwise) all or any part of released from its interest in the Premises or this Lease in conformity with the foregoing and the assignee assumes the obligations of Landlord under this Lease accruing from and after the date of such assignment, as of the effective date of the transfer (a) the transferor shall be relieved of all obligations and liabilities of Landlord under this Lease accruing from and after the effective date of the transfer, but shall remain liable for acts or omissions occurring prior to the effective date of such transfer (unless the same are expressly and specifically assumed in writing by the transferee), and nothing in this Section shall be construed to release the assigning Landlord from such liability, and (b) the transferee shall be deemed to have assumed all of Landlord’s obligations and liabilities under this Lease effective from and after the effective date of the transfer. All subsequent transfers by Landlord of Landlord’s Estate and this Lease shall likewise be subject to the terms and conditions of this SectionLease.

Landlord Transfer. Subject to the Purchase Option under Section 30.1(d) of this Lease, nothing Nothing contained in this Lease shall be deemed in any way to limit, restrict or otherwise affect the right of Landlord at any time and from time to time to sell, transfer, assign or convey all or any portion of the Landlord’s Estate and its interest in this Lease; provided, however, that in each such instance any such sale, transfer, assignment or conveyance shall (i) by its express terms recognize and confirm that such sale, transfer, assignment or conveyance is in all respects subject to the Lease and to the Leasehold Estate of Tenant created by this Lease, (ii) by its express terms recognize and confirm that the right of possession of Tenant to the Private Facilities and XxxxxxTenant’s other rights and the rights of all Leasehold Mortgagees arising out of this Lease (or any New Lease pursuant to Article 1514) shall not be adversely affected or disturbed in any way by any such sale, transfer, assignment or conveyance. If Landlord sells, assigns, or otherwise transfers (whether by operation of law or otherwise) all or any part of its interest in the Premises or this Lease in conformity with the foregoing and the assignee assumes the obligations of Landlord under this Lease accruing from and after the date of such assignment, as of the effective date of the transfer transfer, (a) the transferor shall be relieved of all obligations and liabilities of Landlord under this Lease accruing from and after the effective date of the transfer, but shall remain liable for acts or omissions occurring prior to the effective date of such transfer (unless the same are expressly and specifically assumed in writing by the transferee), and nothing in this Section shall be construed to release the assigning Landlord from such liability, and (b) the transferee shall be deemed to have assumed all of Landlord’s obligations and liabilities under this Lease effective from and after the effective date of the transfer. All subsequent transfers by Landlord of Landlord’s Estate and this Lease shall likewise be subject to the terms and conditions of this Section. Notwithstanding anything in this Section to the contrary, the Tenant’s obligation to pay Landlord’s Share of Gross Revenue and Share of Hotel Revenue shall terminate upon the Landlord’s sale, assignment, or transfer of Landlord’s Estate to a third party.