Common use of Permitted Transfer Clause in Contracts

Permitted Transfer. Tenant shall have the right, without any cost, fee or payment to Landlord (other than as set forth in Section 13.4 below), to sublet any portion of the Premises, or to transfer and assign Tenant's right, title and interest in this Lease, without Landlord's prior written consent, to the following persons and entities in the following events (each, a "Permitted Transfer"): (i) to Franchisor; (ii) to another licensed franchisee of Franchisor; (iii) to a parent, subsidiary, affiliate or division of Tenant, Apple American Group LLC ("AAG") or their respective investors; (iv) to any entity (other than an entity described in subpart (iii) of this Section 13.2) that acquires, by merger, consolidation or otherwise, all or substantially all of the membership interests in and control of, Tenant or AAG (provided that no Event of Default shall have occurred and be continuing); or (v) to any entity (other than an entity described in subpart (iii) of this Section 13.2) that acquires all or substantially all of Tenant's assets (excluding the Distinctive Property) or AAG's assets (provided that no Event of Default shall have occurred and be continuing). A direct or indirect transfer of all or any interest in AAG shall not be deemed a sale, encumbrance, assignment or transfer of this Lease or any interest herein. A direct or indirect transfer by AAG of all or any interest in Tenant shall not be deemed a sale, encumbrance, assignment or transfer of this Lease or any interest therein; provided, that the transferee is a party to whom, if the lessee's interest in this Lease were transferred to such party, such transfer would constitute a Permitted Transfer. For purposes of this Section 13.2 references to Tenant, Franchisor and AAG shall be deemed to include their respective successors and assigns.

Permitted Transfer. Tenant shall have the right, without any cost, fee or payment to Landlord (other than as set forth in Section 13.4 below), to sublet any portion of the Premises, or to transfer and assign Tenant's right, title and interest in this Lease, without Landlord's prior written consent, to the following persons and entities in the following events (each, a "Permitted Transfer"): (i) to Franchisor or Franchisor's affiliate; (ii) to another licensed franchisee of Franchisor; (iii) to a parent, subsidiary, affiliate or division of Tenant, Apple American Group LLC ("AAG") or their respective investors; (iv) to any entity (other than an entity described in subpart (iii) of this Section 13.2) that acquires, by merger, consolidation or otherwise, all or substantially all of the membership ownership interests in and control of, Tenant or AAG (provided that no Event of Default shall have occurred and be continuing)) or of Franchisor; or (v) to any entity (other than an entity described in subpart (iii) of this Section 13.2) that acquires all or substantially all of Tenant's assets (excluding the Distinctive Property) or AAG's assets (provided that no Event of Default shall have occurred and be continuing). A direct or indirect transfer of all or any interest in AAG shall not be deemed a sale, encumbrance, assignment or transfer of this Lease or any interest herein. A direct or indirect transfer by AAG of all or any interest in Tenant shall not be deemed a sale, encumbrance, assignment or transfer of this Lease or any interest therein; provided, that the transferee is a party to whom, if the lessee's interest in this Lease were transferred to such party, such transfer would constitute a Permitted Transfer. For purposes of this Section 13.2 13.2, references to Tenant, Franchisor and AAG shall be deemed to include their respective successors and assigns.

Permitted Transfer. Tenant shall have the right, without any cost, fee or payment to Landlord (other than as set forth in Section 13.4 below), to sublet any portion of the Premises, or to transfer and assign Tenant's ’s right, title and interest in this Lease, without Landlord's ’s prior written consent, to the following persons and entities in the following events (each, a "“Permitted Transfer"”): (i) to Franchisor or Franchisor’s affiliate; (ii) to another licensed a person or entity who is an approved franchisee of Franchisor; (iii) to a parent, subsidiary, affiliate or division of Tenant, Apple American Group LLC ("“AAG"”) or their respective investors; (iv) to any entity (other than an entity described in subpart (iii) of this Section 13.2) that acquires, by merger, consolidation or otherwise, all or substantially all of the membership ownership interests in and control of, Tenant or AAG (provided that no Event of Default shall have occurred and be continuing)) or of Franchisor; or (v) to any entity (other than an entity described in subpart (iii) of this Section 13.2) that acquires all or substantially all of Tenant's ’s assets (excluding the Distinctive Property) or AAG's ’s assets (provided that no Event of Default shall have occurred and be continuing). A direct or indirect transfer of all or any interest in AAG shall not be deemed a sale, encumbrance, assignment or transfer of this Lease or any interest herein. A direct or indirect transfer by AAG of all or any interest in Tenant shall not be deemed a sale, encumbrance, assignment or transfer of this Lease or any interest therein; provided, that the transferee is a party to whom, if the lessee's interest in this Lease were transferred to such party, such transfer would constitute a Permitted Transfer. For purposes of this Section 13.2 13.2, references to Tenant, Franchisor and AAG shall be deemed to include their respective successors and assigns.

Permitted Transfer. Notwithstanding anything contained to the contrary in this Article XIV, Tenant shall have the right, without any cost, fee may assign this Lease in its entirety or payment to Landlord (other than as set forth in Section 13.4 below), to sublet sublease all or any portion of the Premises, or to transfer and assign Tenant's right, title and interest in this Lease, Premises without Landlord's the prior written consent, consent of Landlord to the following persons and entities in the following events (each, a "Permitted Transfer"): (i1) to Franchisor; (ii) to another licensed franchisee of Franchisor; (iii) to a parent, subsidiary, affiliate or division an Affiliate of Tenant, Apple American Group LLC ("AAG"2) any partnership, corporation or their respective investors; (iv) other business entity into or with which Tenant shall be merged, converted or consolidated or to any entity (other than an entity described in subpart (iii) of this Section 13.2) that acquires, by merger, consolidation or otherwise, all or which substantially all of the membership interests in and control ofTenant’s assets may be transferred, Tenant or AAG (provided that no Event of Default shall have occurred and be continuing); or (v3) a partnership, corporation or other business entity which is a direct successor to any entity (other than an entity described in subpart (iii) of this Section 13.2) that Tenant and which acquires all or substantially all of Tenant's assets ’s business and assets, (excluding each of the Distinctive Propertyforegoing, a “Permitted Transfer”) or AAG's assets (provided that no Event of Default in each such case, (a) Tenant shall have occurred and be continuing). A direct or indirect transfer notified Landlord in writing at least twenty (20) days’ prior to the effective date of all or any interest in AAG shall not be deemed a sale, encumbrance, such assignment or transfer subletting, (b) the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes for the benefit of Landlord all of the Tenant’s obligations under this Lease or any interest herein. A direct or indirect transfer by AAG of all or any interest in Tenant shall not be deemed a sale, encumbrance, assignment or transfer of this Lease or any interest thereinLease; provided, however, that any sublessee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the applicable sublease, (c) if such Transfer is a sublease, the subtenant acknowledges that all of its rights under the sublease are subordinate and subject to the terms and conditions of this Lease, (d) Tenant shall have reimbursed Landlord for the costs and expenses required by the Lease, and (e) in the case of an assignment or subletting described in clauses (2) and (3) of this paragraph, Tenant shall have provided Landlord with evidence reasonably acceptable to Landlord that the transferee is proposed assignee/sublessee has a party to whom, if demonstrable net worth not less than the lessee's interest in this Lease were transferred to net worth of Tenant as of the date of such party, such transfer would constitute a Permitted Transfer. For purposes of this Section 13.2 references to Tenant, Franchisor and AAG shall be deemed to include their respective successors and assignsassignment or subletting.

Permitted Transfer. Tenant shall have the right, without any cost, fee or payment to Landlord (other than as set forth in Section 13.4 below), to sublet any portion of the Premises, or to transfer and assign Tenant's right, title and interest in this Lease, without Landlord's prior written consent, to the following persons and entities in the following events (each, a "Permitted TransferPERMITTED TRANSFER"): (i) to Franchisor or Franchisor's affiliate; (ii) to another licensed franchisee of Franchisor; (iii) to a parent, subsidiary, affiliate or division of Tenant, Apple American Group LLC ("AAG") or their respective investors; (iv) to any entity (other than an entity described in subpart (iii) of this Section 13.2) that acquires, by merger, consolidation or otherwise, all or substantially all of the membership ownership interests in and control of, Tenant or AAG (provided that no Event of Default shall have occurred and be continuing)) or of Franchisor; or (v) to any entity (other than an entity described in subpart (iii) of this Section 13.2) that acquires all or substantially all of Tenant's assets (excluding the Distinctive Property) or AAG's assets (provided that no Event of Default shall have occurred and be continuing). A direct or indirect transfer of all or any interest in AAG shall not be deemed a sale, encumbrance, assignment or transfer of this Lease or any interest herein. A direct or indirect transfer by AAG of all or any interest in Tenant shall not be deemed a sale, encumbrance, assignment or transfer of this Lease or any interest therein; provided, that the transferee is a party to whom, if the lessee's interest in this Lease were transferred to such party, such transfer would constitute a Permitted Transfer. For purposes of this Section 13.2 13.2, references to Tenant, Franchisor and AAG shall be deemed to include their respective successors and assigns.