Restriction. Tenant shall not, either voluntarily or by operation of law, assign, encumber, or otherwise transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or permit the Premises to be occupied by anyone other than Tenant or Tenant's employees (any such assignment, encumbrance, subletting, occupation or transfer is hereinafter referred to as a "Transfer") unless Tenant receives the prior written consent of Landlord, which consent may be withheld in Landlord's sole and absolute discretion. Tenant acknowledges that Landlord has entered into this Lease with Tenant based on Tenant's specific qualifications for operating the Powerhouse and developing the Project, and agrees that Landlord's right to give or withhold consent to a Transfer in Landlord's sole discretion is fair and reasonable. For purposes of this Lease, the term "Transfer" shall also include (a) if Tenant is a partnership or limited liability company, the withdrawal or change, voluntary, involuntary or by operation of law, of a majority of the partners or members, or a transfer of a majority of partnership or membership interests, within a twelve month period, or the dissolution of the partnership or company, and (b) if Tenant is a closely held corporation (i.e. whose stock is not publicly held and not traded through an exchange or over the counter), or a limited liability company, the dissolution, merger, consolidation, division, liquidation or other reorganization of Tenant, or within a twelve month period: (i) the sale or other transfer of more than an aggregate of 50% of the voting securities of or membership interests in Tenant (other than to immediate family members by reason of gift or death) or (ii) the sale, mortgage, hypothecation or pledge of more than an aggregate of 50% of Tenant's net worth. A Transfer or other action in violation of the foregoing, at Landlord's option, shall be void and/or shall constitute a material breach of this Lease. Notwithstanding the foregoing, a Transfer by Tenant to an entity under common control with the original Tenant named hereunder (i.e., to an entity controlled by Lxxxxxx Energy Group, Inc.) shall not require Landlord's consent, provided that (i) contemporaneous notice of such Transfer is given to Landlord, (ii) such transferee assumes in writing all obligations of Tenant under this Lease, (iii) such transferee assumes in writing all obligations of Tenant under the O&M Agreement, the Energy Services Agreements, the Power Purchase Agreement (and any replacement, extension, or modification thereof as contemplated by Article XXII hereof), and any other agreement Tenant previously entered into or assumed concerning the development, construction, and operation of the thermal energy plant and the Project, and (iv) such transferee assumes in writing and agrees to be bound by and is legally capable of carrying out all provisions and requirements of the Preconditions To Exercise, the Purchase Option, and the Purchase Agreement, including all terms, conditions, and financial undertakings of the Note and the Subordinated Mortgage.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Laidlaw Energy Group, Inc.), Purchase and Sale Agreement (Laidlaw Energy Group, Inc.)
Restriction. Without the prior written consent of Landlord, Tenant shall not, either voluntarily or by operation of law, assign, encumber, or otherwise transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or permit the Premises to be occupied by anyone other than Tenant or Tenant's employees (any such assignment, encumbrance, subletting, occupation or transfer is hereinafter referred to as a "Transfer") unless Tenant receives the prior written consent of Landlord, which consent may be withheld in Landlord's sole and absolute discretion. Tenant acknowledges that Landlord has entered into this Lease with Tenant based on Tenant's specific qualifications for operating the Powerhouse and developing the Project, and agrees that Landlord's right to give or withhold consent to a Transfer in Landlord's sole discretion is fair and reasonable). For purposes of this Lease, the term "Transfer" shall also include (a) if Tenant is a partnership or limited liability companypartnership, the withdrawal or change, voluntary, involuntary or by operation of law, of a majority of the partners or memberspartners, or a transfer of a majority of partnership or membership interests, within a twelve month period, or the dissolution of the partnership or companypartnership, and (b) if Tenant is a closely held corporation (i.e. whose stock is not publicly held and not traded through an exchange or over the counter), ) or a limited liability company, the dissolution, merger, consolidation, division, liquidation or other reorganization of Tenant, or within a twelve month period: (i) the sale or other transfer of more than an aggregate of 50% of the voting securities of or membership interests in Tenant (other than to immediate family members by reason of gift or death) or (ii) the sale, mortgage, hypothecation or pledge of more than an aggregate of 50% of Tenant's net worthassets. A Transfer An assignment, subletting or other action in violation of the foregoingforegoing shall be void and, at Landlord's option, shall be void and/or shall constitute a material breach of this Lease. Notwithstanding anything contained in this Article XIV to the foregoingcontrary, a Transfer by Tenant shall have the right to assign the Lease or sublease the Premises, or any part thereof, to an "Affiliate" without the prior written consent of Landlord, but upon at least twenty (20) days' prior written notice to Landlord, provided that said Affiliate is not in default under any other lease for space in a property that is owned or managed by Landlord or any of its affiliates. For purposes of this provision, the term "Affiliate" shall mean any corporation or other entity controlling, controlled by, or under common control with (directly or indirectly) Tenant, including, without limitation, any parent corporation controlling Tenant or any subsidiary that Tenant controls. The term "control," as used herein, shall mean the original power to direct or cause the direction of the management and policies of the controlled entity through the ownership of more than fifty percent (50%) of the voting securities in such controlled entity. Notwithstanding anything contained in this Article XIV to the contrary, Tenant named hereunder expressly covenants and agrees not to enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of the Premises which provides for rental or other payment for such use, occupancy or utilization based in whole or in part on the net income or profits derived by any person from the property leased, used, occupied or utilized (i.e., to other than an entity controlled by Lxxxxxx Energy Group, Inc.) shall not require Landlord's consent, provided that (i) contemporaneous notice amount based on a fixed percentage or percentages of such Transfer is given to Landlord, (ii) such transferee assumes in writing all obligations of Tenant under this Lease, (iii) such transferee assumes in writing all obligations of Tenant under the O&M Agreement, the Energy Services Agreements, the Power Purchase Agreement (and any replacement, extension, receipts or modification thereof as contemplated by Article XXII hereofsales), and that any such purported lease, sublease, license, concession or other agreement Tenant previously entered into shall be absolutely void and ineffective as a conveyance of any right or assumed concerning interest in the developmentpossession, constructionuse, and operation occupancy or utilization of any part of the thermal energy plant and the Project, and (iv) such transferee assumes in writing and agrees to be bound by and is legally capable of carrying out all provisions and requirements of the Preconditions To Exercise, the Purchase Option, and the Purchase Agreement, including all terms, conditions, and financial undertakings of the Note and the Subordinated MortgagePremises.
Appears in 2 contracts
Samples: Acceptance Letter Office Lease (Treaty Oak Bancorp Inc), Acceptance Letter Office Lease (Treaty Oak Bancorp Inc)
Restriction. Without the prior written consent of Landlord, Tenant shall not, either voluntarily or by operation of law, assign, encumber, or otherwise transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or permit the Premises to be occupied by anyone other than Tenant or Tenant's employees (any such assignment, encumbrance, subletting, occupation or transfer is hereinafter referred to as a "Transfer") unless Tenant receives the prior written consent of Landlord, which consent may be withheld in Landlord's sole and absolute discretion. Tenant acknowledges that Landlord has entered into this Lease with Tenant based on Tenant's specific qualifications for operating the Powerhouse and developing the Project, and agrees that Landlord's right to give or withhold consent to a Transfer in Landlord's sole discretion is fair and reasonable). For purposes purpose of this Lease, the term "Transfer" shall also include (a) if Tenant is a partnership or limited liability companypartnership, the withdrawal or change, voluntary, involuntary or by operation of law, of a majority of the partners or memberspartners, or a transfer of a majority of partnership or membership interestsinterest, within a twelve month period, or the dissolution of the partnership or companypartnership, and (b) if Tenant is a closely held corporation (i.e. whose stock is not publicly held and not traded through an exchange or over the counter), ) or a limited liability company, the dissolution, merger, consolidation, division, liquidation or other reorganization of Tenant, or within with in a twelve month period: (i) the sale or other transfer of more than an aggregate of 50% of the voting securities of or membership interests in Tenant (other than to immediate family members by reason of gift or death) or (ii) the sale, mortgage, hypothecation or pledge of more than an aggregate of 50% of Tenant's net worthassets, and (c) any change by Tenant in the form of its legal organization under applicable state law (such as, for example, a change from a general partnership to a limited partnership or from a corporation to a limited liability company). A Transfer An assignment, subletting or other action in violation of the foregoingforegoing shall be void and, at Landlord's option, shall be void and/or shall constitute a material breach of this Lease. Notwithstanding anything contained in this Article XIV to the foregoingcontrary, a Transfer by Tenant shall have the right to assign the Lease or sublease the Premises, or any part thereof, to an "Affiliate" without the prior written consent of Landlord, but upon at least twenty (20) days' prior written notice to Landlord, provided that said Affiliate is not in default under any other lease for space in a property that is managed by Landlord or its managing agent. For purposes of this provision, the term "Affiliate" shall mean any corporation or other entity controlling, controlled by, or under common control with (directly or indirectly) Tenant, including, without limitation, any parent corporation controlling Tenant or any subsidiary that Tenant controls. The term "control," as used herein, shall mean the original power to direct or cause the direction of the management and policies of the controlled entity through the ownership of more than fifty percent (50%) of the voting securities in such controlled entity. Notwithstanding anything contained in this Article XIV to the contrary, Tenant named hereunder expressly covenants and agrees not to enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of the Premises which provides for rental or other payment for such use, occupancy or utilization based in whole or in part on the net income or profits derived by any person from the property leased, used, occupied or utilized (i.e., to other than an entity controlled by Lxxxxxx Energy Group, Inc.) shall not require Landlord's consent, provided that (i) contemporaneous notice amount based on a fixed percentage or percentages of such Transfer is given to Landlord, (ii) such transferee assumes in writing all obligations of Tenant under this Lease, (iii) such transferee assumes in writing all obligations of Tenant under the O&M Agreement, the Energy Services Agreements, the Power Purchase Agreement (and any replacement, extension, receipts or modification thereof as contemplated by Article XXII hereofsales), and that any such purported lease, sublease, license, concession or other agreement Tenant previously entered into shall be absolutely void and ineffective as a conveyance of any right or assumed concerning interest in the developmentpossession, constructionuse, and operation occupancy or utilization of any part of the thermal energy plant and the Project, and (iv) such transferee assumes in writing and agrees to be bound by and is legally capable of carrying out all provisions and requirements of the Preconditions To Exercise, the Purchase Option, and the Purchase Agreement, including all terms, conditions, and financial undertakings of the Note and the Subordinated MortgagePremises.
Appears in 2 contracts
Samples: Retail Lease (Nara Bancorp Inc), Retail Lease (Nara Bancorp Inc)
Restriction. Without the prior written consent of Landlord, Tenant shall not, either voluntarily or by operation of law, assign, encumber, or otherwise transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or permit the Premises to be occupied by anyone other than Tenant or Tenant's employees (any such assignment, encumbrance, subletting, occupation or transfer is hereinafter referred to as a "Transfer") unless Tenant receives the prior written consent of Landlord, which consent may be withheld in Landlord's sole and absolute discretion. Tenant acknowledges that Landlord has entered into this Lease with Tenant based on Tenant's specific qualifications for operating the Powerhouse and developing the Project, and agrees that Landlord's right to give or withhold consent to a Transfer in Landlord's sole discretion is fair and reasonable). For purposes of this Lease, the term "Transfer" shall also include (a) if Tenant is a partnership or limited liability companypartnership, the withdrawal or change, voluntary, involuntary or by operation of law, of a majority of the partners or memberspartners, or a transfer of a majority of partnership or membership interests, within a twelve month period, or the dissolution of the partnership or companypartnership, and (b) if Tenant is a closely held corporation (i.e. whose stock is not publicly held and not traded through an exchange or over the counter), ) or a limited liability company, the dissolution, merger, consolidation, division, liquidation or other reorganization of Tenant, or within a twelve month period: (i) the sale or other transfer of more than an aggregate of 50% of the voting securities of or membership interests in Tenant (other than to immediate family members by reason of gift or death) or (ii) the sale, mortgage, hypothecation or pledge of more than an aggregate of 50% of Tenant's net worthassets, and (c) any change by Tenant in the form of its legal organization under applicable state law (such as, for example, a change from a general partnership to a limited partnership or from a corporation to a limited liability company). A Transfer An assignment, subletting or other action in violation of the foregoingforegoing shall be void and, at Landlord's option, shall be void and/or shall constitute a material breach of this Lease. Notwithstanding the foregoing, a Transfer by Tenant to an entity under common control with the original Tenant named hereunder (i.e., to an entity controlled by Lxxxxxx Energy Group, Inc.) shall not require Landlord's consent, provided that (i) contemporaneous notice of such Transfer is given to Landlord, (ii) such transferee assumes in writing all obligations of Tenant under this Lease, (iii) such transferee assumes in writing all obligations of Tenant under the O&M Agreement, the Energy Services Agreements, the Power Purchase Agreement (and any replacement, extension, or modification thereof as contemplated by Article XXII hereof), and any other agreement Tenant previously entered into or assumed concerning the development, construction, and operation of the thermal energy plant and the Project, and (iv) such transferee assumes in writing and agrees to be bound by and is legally capable of carrying out all provisions and requirements of the Preconditions To Exercise, the Purchase Option, and the Purchase Agreement, including all terms, conditions, and financial undertakings of the Note and the Subordinated Mortgage.
Appears in 2 contracts
Samples: Office Lease (Powersource Corp), Office Lease (Powersource Corp)
Restriction. Tenant shall notnot have the right to assign this Lease or to sublet the Premises, either in whole or in part, whether voluntarily or by operation of law, assign, encumber, or otherwise transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or permit the Premises to be occupied by anyone other than Tenant or Tenant's employees (any such assignment, encumbrance, subletting, occupation or transfer is hereinafter referred to as a "Transfer") unless Tenant receives without the prior written consent of Landlord, which consent may shall not be withheld in Landlord's sole and absolute discretionunreasonably withheld, conditioned, or delayed. Tenant acknowledges that It shall not be unreasonable for the Landlord has entered into this Lease with Tenant based on Tenant's specific qualifications for operating the Powerhouse and developing the Project, and agrees that Landlord's right to give or withhold consent to a Transfer in Landlord's sole discretion is fair and reasonable. For purposes of this Lease, the term "Transfer" shall also include (a) if Tenant is a partnership or limited liability company, the withdrawal or change, voluntary, involuntary or by operation of law, of a majority of the partners or members, or a transfer of a majority of partnership or membership interests, within a twelve month period, or the dissolution of the partnership or company, and (b) if Tenant is a closely held corporation (i.e. whose stock is not publicly held and not traded through an exchange or over the counter), or a limited liability company, the dissolution, merger, consolidation, division, liquidation or other reorganization of Tenant, or within a twelve month periodif: (i) it is not assured that substantially the sale or other transfer same type, class, nature and quality of more than an aggregate business, prestige, reputation, and financial soundness of 50% of ownership and management, is maintained by the voting securities of or membership interests in Tenant (other than to immediate family members by reason of gift or death) or proposed assignee/sub-tenant; (ii) occupancy by the saleproposed assignee/sub-tenant would violate the terms of the Lease, mortgage, hypothecation or pledge cause the Landlord to be in breach of more than an aggregate of 50% of Tenant's net worth. A Transfer any restrictive covenant relative to the Building or other action in violation leases, or increase the costs of operation for the Building; (iii) the Landlord’s Lender (described below) withholds its consent or Landlord’s granting consent would be a breach of the foregoingDeed of Trust (described below); (iv) any guarantor of the Lease fails or refuses to acknowledge its consent to the assignment/sublease and the continuing nature of its guaranty obligations; or (v) Tenant fails to provide Landlord with a copy of the proposed assignment/sublease. All public advertisements of the assignment of the Lease or sublet of the Premises, at Landlord's optionor any portion thereof, shall be void and/or subject to prior written approval by Landlord, such approval not to be unreasonably withheld or delayed. Said public advertisement shall constitute include, but not be limited to, the placement or display of any signs or lettering on the exterior of the Premises or on the glass or any window or door of the Premises or in the interior of the Premises if it is visible from the exterior. If Landlord unreasonably withholds its consent, Tenant’s sole and exclusive remedy is specific performance and under no circumstances will Landlord be liable for damages. If Tenant is other than an individual, then the passage of majority interest in Tenant to parties other than those who presently own those interests shall be deemed an assignment of this Lease except that if a material majority in interest of Tenant passes as a result of a debt or equity financing of the Company. In no event shall this Lease be assignable by operation of any law . Tenant’s rights under this Lease may not become, and shall not be listed by Tenant as an asset under any bankruptcy, insolvency or reorganization proceedings. Notwithstanding anything in this Lease to the contrary, a breach of the restrictions of this Lease. Notwithstanding the foregoing, a Transfer by Section shall automatically be an Event of Default and Tenant shall have no right to an entity under common control with the original Tenant named hereunder (i.e., to an entity controlled by Lxxxxxx Energy Group, Inc.) shall not require Landlord's consent, provided that (i) contemporaneous notice of such Transfer is given to Landlord, (ii) such transferee assumes in writing all obligations of Tenant under this Lease, (iii) such transferee assumes in writing all obligations of Tenant under the O&M Agreement, the Energy Services Agreements, the Power Purchase Agreement (and any replacement, extensionof, or modification thereof as contemplated by Article XXII hereof)right to cure, and any other agreement Tenant previously entered into or assumed concerning the development, construction, and operation of the thermal energy plant and the Project, and (iv) such transferee assumes in writing and agrees to be bound by and is legally capable of carrying out all provisions and requirements of the Preconditions To Exercise, the Purchase Option, and the Purchase Agreement, including all terms, conditions, and financial undertakings of the Note and the Subordinated Mortgagethat default.
Appears in 2 contracts
Samples: Lease Agreement (Liquidia Technologies Inc), Lease Agreement (Liquidia Technologies Inc)
Restriction. Without the prior written consent of Landlord, which shall not be unreasonably withheld, Tenant shall not, either voluntarily or by operation of law, not assign, encumber, or otherwise transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or permit the Premises to be occupied by anyone other than Tenant or Tenant's ’s employees (any such assignment, encumbrance, subletting, occupation or transfer is hereinafter referred to as a "“Transfer") unless Tenant receives the prior written consent of Landlord, which consent may be withheld in Landlord's sole and absolute discretion. Tenant acknowledges that Landlord has entered into this Lease with Tenant based on Tenant's specific qualifications for operating the Powerhouse and developing the Project, and agrees that Landlord's right to give or withhold consent to a Transfer in Landlord's sole discretion is fair and reasonable”). For purposes of this Lease, the term "“Transfer" ” shall also not include any change by Tenant in the form of its legal organization under applicable state law (a) if Tenant is such as, for example, a change from a general partnership to a limited partnership or limited liability company, the withdrawal or change, voluntary, involuntary or by operation of law, of from a majority of the partners or members, or a transfer of a majority of partnership or membership interests, within a twelve month period, or the dissolution of the partnership or company, and (b) if Tenant is a closely held corporation (i.e. whose stock is not publicly held and not traded through an exchange or over the counter), or to a limited liability company, the dissolution, merger, consolidation, division, liquidation or other reorganization of Tenant, or within a twelve month period: (i) the sale or other transfer of more than an aggregate of 50% ). Tenant agrees to provide Landlord with written notice and such reasonable supporting documents regarding any of the voting securities of or membership interests events mentioned in Tenant (other than to immediate family members by reason of gift or death) or (ii) the salepreceding clause. An assignment, mortgage, hypothecation or pledge of more than an aggregate of 50% of Tenant's net worth. A Transfer subletting or other action in violation of the foregoingforegoing shall be void and, at Landlord's ’s option, shall be void and/or shall constitute a material breach of this Lease. Notwithstanding anything contained in this Article XIV to the foregoingcontrary Tenant shall have the right to assign the Lease or sublease the Premises, a Transfer by Tenant or any part thereof, to an “Affiliate” without the prior written consent of Landlord, but upon at least twenty (20) days’ prior written notice to Landlord, provided that said Affiliate is not in default under any other lease for space in a property that is managed by Landlord or its managing agent. For purposes of this provision, the term “Affiliate” shall mean any corporation or other entity controlling, controlled by, or under common control with (directly or indirectly) Tenant, including, without limitation, any parent corporation controlling Tenant or any subsidiary that Tenant controls. The term “control,” as used herein, shall mean the original power to direct or cause the direction of the management and policies of the controlled entity through the ownership of more than fifty percent (50%) of the voting securities in such controlled entity. Notwithstanding anything contained in this Article XIV to the contrary, Tenant named hereunder expressly covenants and agrees not to enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of the Premises which provides for rental or other payment for such use, occupancy or utilization based in whole or in part on the net income or profits derived by any person from the property leased, used, occupied or utilized (i.e., to other than an entity controlled by Lxxxxxx Energy Group, Inc.) shall not require Landlord's consent, provided that (i) contemporaneous notice amount based on a fixed percentage or percentages of such Transfer is given to Landlord, (ii) such transferee assumes in writing all obligations of Tenant under this Lease, (iii) such transferee assumes in writing all obligations of Tenant under the O&M Agreement, the Energy Services Agreements, the Power Purchase Agreement (and any replacement, extension, receipts or modification thereof as contemplated by Article XXII hereofsales), and that any such purported lease, sublease, license, concession or other agreement Tenant previously entered into shall be absolutely void and ineffective as a conveyance of any right or assumed concerning interest in the developmentpossession, constructionuse, and operation occupancy or utilization of any part of the thermal energy plant and the Project, and (iv) such transferee assumes in writing and agrees to be bound by and is legally capable of carrying out all provisions and requirements of the Preconditions To Exercise, the Purchase Option, and the Purchase Agreement, including all terms, conditions, and financial undertakings of the Note and the Subordinated MortgagePremises.
Appears in 1 contract
Samples: Office Lease (Wilshire Bancorp Inc)
Restriction. Tenant shall not, either voluntarily or by operation of law, assign, encumber, or otherwise transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or permit the Premises to be occupied by anyone other than Tenant Tenant, Tenant’s employees or Tenant's employees a Permitted Transferee (any such assignment, encumbrance, subletting, occupation or transfer is hereinafter referred to as a "“Transfer") unless Tenant receives the prior written consent of Landlord, which consent may be withheld in Landlord's sole and absolute discretion. Tenant acknowledges that Landlord has entered into this Lease with Tenant based on Tenant's specific qualifications for operating the Powerhouse and developing the Project, and agrees that Landlord's right to give or withhold consent to a Transfer in Landlord's sole discretion is fair and reasonable”). For purposes of this Lease, Lease the term "Transfer" Transfer shall also include (a) if Tenant is a partnership or limited liability company, the withdrawal or change, voluntary, involuntary or by operation of law, of a majority of the partners or memberspartner, or a transfer of a majority of the partnership or membership interests, within a twelve month period, or the dissolution of the partnership or companypartnership, and (b) if Tenant is a closely held corporation (i.e. whose stock is not publicly held and not traded through an exchange or over the counter), ) or a limited partnership or a limited liability company, the dissolution, merger, consolidation, division, liquidation or other reorganization of Tenant, or within a twelve month period: (i) the sale or other transfer of more than an aggregate of 50% fifty one percent (51%) of the voting securities of or membership interests in Tenant (other than to immediate family members by reason of gift or death) or (ii) the sale, mortgage, hypothecation or pledge of more than an aggregate of 50% fifty one percent (51%) of Tenant's ’s net worthassets. No issuance of stock of Tenant in a public offering or sale on a public stock exchange of Tenant’s stock shall be deemed to be a “Transfer” for purposes of this Lease. A Transfer or other action in violation of the foregoingforegoing shall be void and, at Landlord's ’s option, shall be void and/or shall constitute a material breach of this Lease. Notwithstanding anything contained in this Article XIV to the foregoingcontrary, Tenant expressly covenants and agrees not to enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of the Premises which provides for rental or other payment for such use, occupancy or utilization based in whole or in part on the net income or profits derived by any person from the property leased, used, occupied or utilized (other than an amount based on a Transfer by Tenant to an entity under common control with the original Tenant named hereunder (i.e., to an entity controlled by Lxxxxxx Energy Group, Inc.) shall not require Landlord's consent, provided that (i) contemporaneous notice fixed percentage or percentages of such Transfer is given to Landlord, (ii) such transferee assumes in writing all obligations of Tenant under this Lease, (iii) such transferee assumes in writing all obligations of Tenant under the O&M Agreement, the Energy Services Agreements, the Power Purchase Agreement (and any replacement, extension, receipts or modification thereof as contemplated by Article XXII hereofsales), and that any such purported lease, sublease, license, concession or other agreement Tenant previously entered into shall be absolutely void and ineffective as a conveyance of any right or assumed concerning interest in the developmentpossession, constructionuse, and operation occupancy or utilization of any part of the thermal energy plant and the Project, and (iv) such transferee assumes in writing and agrees to be bound by and is legally capable of carrying out all provisions and requirements of the Preconditions To Exercise, the Purchase Option, and the Purchase Agreement, including all terms, conditions, and financial undertakings of the Note and the Subordinated MortgagePremises.
Appears in 1 contract
Samples: SunEdison Semiconductor LTD
Restriction. Without the prior written consent of Landlord, Tenant shall not, either voluntarily or by operation of law, assign, encumber, or otherwise transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or permit the Premises to be occupied by anyone other than Tenant or Tenant's employees (any such assignment, encumbrance, subletting, occupation or transfer is hereinafter referred to as a "Transfer") unless Tenant receives the prior written consent of Landlord, which consent may be withheld in Landlord's sole and absolute discretion. Tenant acknowledges that Landlord has entered into this Lease with Tenant based on Tenant's specific qualifications for operating the Powerhouse and developing the Project, and agrees that Landlord's right to give or withhold consent to a Transfer in Landlord's sole discretion is fair and reasonable). For purposes of this Lease, the term "Transfer" shall also include (a) if Tenant is a partnership or limited liability companypartnership, the withdrawal or change, voluntary, involuntary or by operation of law, of a majority of the partners or memberspartners, or a transfer of a majority of partnership or membership interests, within a twelve month period, or the dissolution of the partnership or companypartnership, and (b) if Tenant is a closely held corporation (i.e. whose stock is not publicly held and not traded through an exchange or over the counter), ) or a limited liability company, the dissolution, merger, consolidation, division, liquidation or other reorganization of Tenant, or within a twelve month period: (i) the sale or other transfer of more than an aggregate of 50% of the voting securities of or membership interests in Tenant (other than to immediate family members by reason of gift or death) or (ii) the sale, mortgage, hypothecation or pledge of more than an aggregate of 50% of Tenant's net worthassets and (c) any change by Tenant in the form of its legal organization under applicable state law (such as, for example, a change from a general partnership to a limited partnership or form a corporation to a limited liability company. A Transfer An assignment, subletting or other action in violation of the foregoingforegoing shall be void and, at Landlord's option, shall be void and/or shall constitute a material breach of this Lease. Notwithstanding anything contained in this Article XIV to the foregoingcontrary, a Transfer by Tenant shall have the right to assign the Lease or sublease the Premises, or any part thereof, to an "Affiliate" without the prior written consent of Landlord, but upon at least twenty (20) days' prior written notice to Landlord, provided that said Affiliate is identical to the use in Section 1.10 of the Lease, and provided further that said Affiliate is not in default under any other lease for space in a property that is managed by Kennxxx Xxxxxx Xxxperties Ltd. or any of its affiliates. For purposes of this provision, the term "Affiliate" shall mean any corporation or other entity controlling, controlled by, or under common control with (directly or indirectly) Tenant, including, without limitation, any parent corporation controlling Tenant or any subsidiary that Tenant controls. The term "control," as used herein, shall mean the original power to direct or cause the direction of the management and policies of the controlled entity through the ownership of more than fifty percent (50%) of the voting securities in such controlled entity. Notwithstanding anything contained in this Article XIV to the contrary, Tenant named hereunder expressly covenants and agrees not to enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of the Premises which provides for rental or other payment for such use, occupancy or utilization based in whole or in part on the net income or profits derived by any person from the property leased, used, occupied or utilized (i.e., to other than an entity controlled by Lxxxxxx Energy Group, Inc.) shall not require Landlord's consent, provided that (i) contemporaneous notice amount based on a fixed percentage or percentages of such Transfer is given to Landlord, (ii) such transferee assumes in writing all obligations of Tenant under this Lease, (iii) such transferee assumes in writing all obligations of Tenant under the O&M Agreement, the Energy Services Agreements, the Power Purchase Agreement (and any replacement, extension, receipts or modification thereof as contemplated by Article XXII hereofsales), and that any such purported lease, sublease, license, concession or other agreement Tenant previously entered into shall be absolutely void and ineffective as a conveyance of any right or assumed concerning interest in the developmentpossession, constructionuse, and operation occupancy or utilization of any part of the thermal energy plant and the Project, and (iv) such transferee assumes in writing and agrees to be bound by and is legally capable of carrying out all provisions and requirements of the Preconditions To Exercise, the Purchase Option, and the Purchase Agreement, including all terms, conditions, and financial undertakings of the Note and the Subordinated MortgagePremises.
Appears in 1 contract
Restriction. Tenant Sublessee may, with the prior written consent of Sublessor and Master Lessor, either (a) sublease the entire Subleased Premises to one (1) sub-subtenant or (b) assign this Sublease to one (1) assignee, provided Sublessee, with the prior written consent of Master Lessor, may assign this Sublease to Sysorex Government Services (“Sysorex”) in connection with a merger, reorganization, acquisition, name change or other transfer of all or substantially all of Sublessee’s assets or voting securities by and between Sublessee and Sysorex, provided, however, that (a) the net worth of Sysorex must be equal to or greater than the net worth of Sublessee as of the date of this Sublease;; and (b) Sublessee shall provide financial statements (reasonably acceptable to Sublessor) for Sysorex prior to the effective date of any such assignment to Sysorex; and (c) Sublessee shall provide notice to Sublessor of any such assignment prior to the effective date of such assignment. Except as set forth in the immediately preceding sentence, Sublessee shall not, either voluntarily or by operation without the prior written consent of lawSublessor, assign, encumbertransfer, mortgage, pledge, hypothecate or otherwise transfer encumber this Lease Sublease or any interest herein, herein or sublet the Subleased Premises or any part thereof, or permit the use of the Subleased Premises by any party other than Sublessee. Any such assignment or subletting without such consent by Sublessor shall be void. Any such consent by Sublessor to any such assignment or subletting shall not release Sublessee from any of Sublessee’s obligations hereunder or be deemed to be occupied by anyone other than Tenant or Tenant's employees (a consent to any such subsequent assignment, encumbrance, subletting, occupation or transfer is hereinafter referred to as a "Transfer") unless Tenant receives the prior written consent of Landlord, which consent may be withheld in Landlord's sole and absolute discretion. Tenant acknowledges that Landlord has entered into this Lease with Tenant based on Tenant's specific qualifications for operating the Powerhouse and developing the Project, and agrees that Landlord's right to give or withhold consent to a Transfer in Landlord's sole discretion is fair and reasonable. For purposes of this Lease, the term "Transfer" shall also include (a) if Tenant is a partnership or limited liability company, the withdrawal or change, voluntary, involuntary or use by operation of law, of a majority of the partners or members, or a transfer of a majority of partnership or membership interests, within a twelve month period, or the dissolution of the partnership or company, and (b) if Tenant is a closely held corporation (i.e. whose stock is not publicly held and not traded through an exchange or over the counter), or a limited liability company, the dissolution, merger, consolidation, division, liquidation or other reorganization of Tenant, or within a twelve month period: (i) the sale or other transfer of more than an aggregate of 50% of the voting securities of or membership interests in Tenant (other than to immediate family members by reason of gift or death) or (ii) the sale, mortgage, hypothecation or pledge of more than an aggregate of 50% of Tenant's net worth. A Transfer or other action in violation of the foregoing, at Landlord's option, shall be void and/or shall constitute a material breach of this Lease. Notwithstanding the foregoing, a Transfer by Tenant to an entity under common control with the original Tenant named hereunder (i.e., to an entity controlled by Lxxxxxx Energy Group, Inc.) shall not require Landlord's consent, provided that (i) contemporaneous notice of such Transfer is given to Landlord, (ii) such transferee assumes in writing all obligations of Tenant under this Lease, (iii) such transferee assumes in writing all obligations of Tenant under the O&M Agreement, the Energy Services Agreements, the Power Purchase Agreement (and any replacement, extension, or modification thereof as contemplated by Article XXII hereof), and any other agreement Tenant previously entered into or assumed concerning the development, construction, and operation of the thermal energy plant and the Project, and (iv) such transferee assumes in writing and agrees to be bound by and is legally capable of carrying out all provisions and requirements of the Preconditions To Exercise, the Purchase Option, and the Purchase Agreement, including all terms, conditions, and financial undertakings of the Note and the Subordinated Mortgageanother person.
Appears in 1 contract
Samples: Sublease Agreement (Sysorex, Inc.)
Restriction. Without the prior written consent of Landlord, Tenant ----------- shall not, either voluntarily or by operation of law, assign, encumber, or otherwise transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or permit the Premises to be occupied by anyone other than Tenant or Tenant's employees (any such assignment, encumbrance, subletting, occupation or transfer is hereinafter referred to as a "Transfer") unless Tenant receives the prior written consent of Landlord, which consent may be withheld in Landlord's sole and absolute discretion. Tenant acknowledges that Landlord has entered into this Lease with Tenant based on Tenant's specific qualifications for operating the Powerhouse and developing the Project, and agrees that Landlord's right to give or withhold consent to a Transfer in Landlord's sole discretion is fair and reasonable). For purposes of this Lease, Lease the term "Transfer" shall shall. also include (a) if Tenant is a partnership or limited liability company, the withdrawal or change, voluntary, involuntary or by operation of law, of a majority of the partners or memberspartners, or a transfer of a majority of partnership or membership interests, within a twelve month period, or the dissolution of the partnership or company, and (b) if Tenant is a closely held corporation (i.e. whose stock is not publicly held and not traded through an exchange or over the counter), or a limited liability company, the dissolution, merger, consolidation, division, liquidation or other reorganization of Tenant, or within a twelve month period: (i) the sale or other transfer of more than an aggregate of 50% of the voting securities of or membership interests in Tenant (other than to immediate family members by reason of gift or death) or (ii) the sale, mortgage, hypothecation or pledge of more than an aggregate of 50% of Tenant's net worthpartnership. A Transfer or other action in violation of the foregoingforegoing shall be void and, at Landlord's option, shall be void and/or shall constitute a material breach of this Lease. Notwithstanding anything contained in this Article XIV to the foregoingcontrary, a Transfer by Tenant shall have the right to assign the Lease or sublease the Premises, or any part thereof, to an "Affiliate" without the prior written consent of Landlord, but upon at least twenty (20) days' prior written notice to Landlord, provided that said Affiliate is not in default under any other lease for space in a property that is owned by Landlord or managed by Seagate or any of its affiliates. For purposes of this provision, the term "Affiliate" shall mean any corporation or other entity controlling, controlled by, or under common control with (directly or indirectly) Tenant, including, without limitation, any parent corporation controlling Tenant or any subsidiary that Tenant controls. The term "control," as used herein, shall mean the original power to direct or cause the direction of the management and policies of the controlled entity. Notwithstanding anything contained in this Article XIV to the contrary, Tenant named hereunder expressly covenants and agrees not to enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of the Premises which provides for rental or other payment for such use, occupancy or utilization based in whole or in part on the net income or profits derived by any person from the property leased, used, occupied or utilized (i.e., to other than an entity controlled by Lxxxxxx Energy Group, Inc.) shall not require Landlord's consent, provided that (i) contemporaneous notice amount based on a fixed percentage or percentages of such Transfer is given to Landlord, (ii) such transferee assumes in writing all obligations of Tenant under this Lease, (iii) such transferee assumes in writing all obligations of Tenant under the O&M Agreement, the Energy Services Agreements, the Power Purchase Agreement (and any replacement, extension, receipts or modification thereof as contemplated by Article XXII hereofsales), and that any such purported lease, sublease, license, concession or other agreement Tenant previously entered into shall be absolutely void and ineffective as a conveyance of any right or assumed concerning interest in the developmentpossession, constructionuse, and operation occupancy or utilization of any part of the thermal energy plant and the Project, and (iv) such transferee assumes in writing and agrees Premises. See Addendum to be bound by and is legally capable of carrying out all provisions and requirements of the Preconditions To Exercise, the Purchase Option, and the Purchase Agreement, including all terms, conditions, and financial undertakings of the Note and the Subordinated MortgageLease Section 14.1.
Appears in 1 contract
Restriction. Without the prior written consent of Landlord, Tenant shall not, either involuntarily or voluntarily or by operation of lawlaw or otherwise, assign, encumbermortgage, pledge, hypothecate, encumber or permit any lien to attach to, or otherwise transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or permit the Premises to be occupied by anyone other than Tenant or Tenant's employees (each a "TRANSFER" and any such assignment, encumbrance, subletting, occupation person or transfer entity to whom a Transfer is hereinafter made or sought to he made is referred to herein as a "TransferTRANSFEREE") unless Tenant receives ). Any Transfer in violation of the prior written consent provisions of Landlordthis Article 15 shall be void and, which consent may be withheld in at Landlord's sole and absolute discretion. Tenant acknowledges that Landlord has entered into this Lease with Tenant based on Tenant's specific qualifications for operating the Powerhouse and developing the Projectoption, and agrees that Landlord's right to give or withhold consent to a Transfer in Landlord's sole discretion is fair and reasonableshall constitute an Event of Default. For purposes of this Lease, the term "TransferTRANSFER" shall also include (a) if Tenant is a partnership or limited liability company, the withdrawal or change, voluntary, involuntary or by operation of law, of a majority eighty percent (80%) or more of the partners partners, members or membersmanagers thereof, or a transfer of a majority forty percent (40%) or more of partnership or membership interests, interests therein within a twelve (12) month period, or the dissolution of the partnership or companythe limited liability company without immediate reconstiturion thereof, and (b) if Tenant is a closely held corporation (i.e. whose stock is not publicly held and not traded through an exchange or over the counter)counter or any other form of entity, or a limited liability company, (i) the dissolution, merger, consolidation, division, liquidation consolidation or other reorganization of Tenant, or within a twelve month period: (i) the sale or other transfer of more than an aggregate of fifty percent (50% %) of the voting securities shares or other interests of or membership interests in Tenant (other than to immediate family members by reason of gift or death), within a twelve (12) month period, or (ii) the sale, mortgage, hypothecation or pledge of more than an aggregate of fifty percent (50% %) of Tenant's net worththe value of the unencumbered assets of Tenant within a twelve (12) month period. A Transfer Notwithstanding anything contained in this Article 15 to the contrary, Tenant expressly covenants and agrees not to enter into any lease, sublease, license, concession or other action in violation agreement for use, occupancy or utilization of the foregoingPremises which provides for rental or other payment for such use, at Landlord's optionoccupancy or utilization based in whole or in part on the net income or profits derived by any person from the property leased, shall be void and/or shall constitute used, occupied or utilized (other than an amount based on a material breach fixed percentage or percentages of this Lease. Notwithstanding the foregoing, a Transfer by Tenant to an entity under common control with the original Tenant named hereunder (i.e., to an entity controlled by Lxxxxxx Energy Group, Inc.) shall not require Landlord's consent, provided that (i) contemporaneous notice of such Transfer is given to Landlord, (ii) such transferee assumes in writing all obligations of Tenant under this Lease, (iii) such transferee assumes in writing all obligations of Tenant under the O&M Agreement, the Energy Services Agreements, the Power Purchase Agreement (and any replacement, extension, receipts or modification thereof as contemplated by Article XXII hereofsales), and that any such purported lease, sublease, license, concession or other agreement Tenant previously entered into or assumed concerning the development, construction, and operation of the thermal energy plant and the Project, and (iv) such transferee assumes in writing and agrees to shall be bound by and is legally capable of carrying out all provisions and requirements of the Preconditions To Exercise, the Purchase Option, and the Purchase Agreement, including all terms, conditions, and financial undertakings of the Note and the Subordinated Mortgageabsolutely void.
Appears in 1 contract
Samples: Office Lease (Clayton Holdings Inc)
Restriction. Tenant shall not, either voluntarily or by operation of law, assign, encumber, or otherwise transfer this Lease or any interest herein, or sublet the Premises or any part thereof, thereof or permit the Premises to be occupied by anyone other than Tenant or Tenant's employees (any such assignment, encumbrance, subletting, occupation or transfer is hereinafter referred to as a "Transfer") unless Tenant receives the prior written consent of Landlord, which consent may shall not be unreasonably withheld in Landlord's sole and absolute discretion. Tenant acknowledges that Landlord has entered into this Lease with Tenant based on Tenant's specific qualifications for operating the Powerhouse and developing the Project, and agrees that Landlord's right pursuant to give or withhold consent to a Transfer in Landlord's sole discretion is fair and reasonableSection 14.04. For purposes of this Lease, the term "Transfer" shall also include (aA) if Tenant is a partnership or limited liability companypartnership, the withdrawal or change, voluntary, involuntary or by operation of law, of a majority of the partners or memberspartners, or a transfer of a majority of partnership or membership interests, within a twelve month period, or the dissolution of the partnership or companypartnership, and (bB) if Tenant is a closely held corporation (i.e. whose stock is not publicly held and not traded through an exchange or over the counter), or a limited liability company, the dissolution, merger, consolidation, division, liquidation or other reorganization of Tenant, or within a twelve month period: (i) the sale or other transfer of more than an aggregate of 50% of the voting securities of or membership interests in Tenant (other than to immediate family members by reason of gift or death) or (ii) the sale, mortgage, hypothecation or pledge of more than an aggregate of 50% of Tenant's net worth. A Transfer or other action in violation of the foregoing, at Landlord's option, shall be void and/or shall constitute a material breach of this Lease. Notwithstanding anything contained in this Article XIV to the foregoingcontrary, a Transfer by Tenant shall have the right to assign this Lease, or sublease the Premises, or any part thereof to an "Affiliate" upon at least twenty (20) days prior written notice to Landlord, and provided further that said Affiliate is not in default under any other lease for space in a property that is managed or owned by Landlord or any of its affiliates. For purposes of this provision, the term "Affiliate" shall mean any corporation or other entity controlling, controlled by, or under common control with (directly or indirectly) Tenant. The term "control", as used herein, shall mean the original power to direct or cause the direction of the management and policies of the controlled entity through the ownership of more than fifty percent (50%) of the voting securities in such controlled entity. Notwithstanding anything contained in this Article XIV to the contrary, Tenant named hereunder agrees not to enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of the Premises which provides for rental or other payment based in whole or in part on the net income or profits derived by any person from the Premises (i.e., to other than an entity controlled by Lxxxxxx Energy Group, Inc.amount based on a fixed percentage(s) shall not require Landlord's consent, provided that (i) contemporaneous notice of such Transfer is given to Landlord, (ii) such transferee assumes in writing all obligations of Tenant under this Lease, (iii) such transferee assumes in writing all obligations of Tenant under the O&M Agreement, the Energy Services Agreements, the Power Purchase Agreement (and any replacement, extension, receipts or modification thereof as contemplated by Article XXII hereofsales), and that any such purported lease, sublease, license, concession or other agreement Tenant previously entered into or assumed concerning the development, construction, shall be absolutely void and operation of the thermal energy plant and the Project, and (iv) such transferee assumes in writing and agrees to be bound by and is legally capable of carrying out all provisions and requirements of the Preconditions To Exercise, the Purchase Option, and the Purchase Agreement, including all terms, conditions, and financial undertakings of the Note and the Subordinated Mortgageineffective.
Appears in 1 contract
Restriction. Without the prior written consent of Landlord, Tenant shall not, either voluntarily or by operation of law, assign, assign encumber, or otherwise transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or permit the Premises to be occupied by anyone other than Tenant or Tenant's employees (any such assignment, encumbrance, subletting, occupation or transfer is hereinafter referred to as a "Transfer") unless Tenant receives the prior written consent of Landlord, which consent may be withheld in Landlord's sole and absolute discretion. Tenant acknowledges that Landlord has entered into this Lease with Tenant based on Tenant's specific qualifications for operating the Powerhouse and developing the Project, and agrees that Landlord's right to give or withhold consent to a Transfer in Landlord's sole discretion is fair and reasonable). For purposes of this Lease, the term "Transfer" shall also include (aas) if Tenant is a partnership or limited liability companypartnership, the withdrawal or change, voluntary, involuntary or by operation of law, of or a majority of the partners or memberspartners, or a transfer of a majority of partnership or membership interestsinterest, within a twelve month period, or the dissolution of the partnership or companypartnership, and (b) if Tenant is a closely held corporation (i.e. i.e., whose stock is not publicly held and not traded through an exchange or over the counter), or a limited liability company, the dissolution, merger, consolidation, division, liquidation or other reorganization of Tenant, or within a twelve month period: (i) the sale or other transfer of more than an aggregate of 50% of the voting securities of or membership interests in Tenant (other than to immediate family members by reason of gift or death) or (ii) the sale, mortgage, hypothecation or pledge of more than an aggregate of 50% of Tenant's net worthassets. A Transfer An assignment, subletting or other action in violation of the foregoingforegoing shall be void and, at Landlord's option, shall be void and/or shall constitute a material breach of this Lease. Notwithstanding notwithstanding anything contained in this Article XIV to the foregoingcontrary, a Transfer by Tenant shall have the right to assign the Lease or sublease the Premises, or any part thereof, to an "Affiliate" without the prior written consent of Landlord, but upon at least twenty (20) days prior written notice to Landlord, provided that the use of the Premises by said Affiliate is identical to the use in Section 1.10 of the Lease, and provided further that said Affiliate is not in default under any other lease for space in a property that is managed by Xxxxxxx Properties Ltd. or any of its affiliates. For purposes of this provision, the term "Affiliate" shall mean any corporation or other entity controlling, controlled by, or under common control with (directly or indirectly) Tenant, including, without limitation, any parent corporation controlling Tenant or any subsidiary that Tenant controls. The term "control", as used herein, shall mean the original power to direct or cause the direction of the management and policies for the controlled entity through the ownership of more than fifty percent (50%) of the voting securities in such controlled entity. Notwithstanding anything contained in this Article XIV to the contrary, Tenant named hereunder expressly covenants and agrees not to enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of the Premises which provides for rental or other payment for such use, occupancy or utilization based in whole or in part on the net income or profits derived by any person from the property leased, used, occupied or utilized (i.e., to other than an entity controlled by Lxxxxxx Energy Group, Inc.) shall not require Landlord's consent, provided that (i) contemporaneous notice amount based on a fixed percentage or percentages of such Transfer is given to Landlord, (ii) such transferee assumes in writing all obligations of Tenant under this Lease, (iii) such transferee assumes in writing all obligations of Tenant under the O&M Agreement, the Energy Services Agreements, the Power Purchase Agreement (and any replacement, extension, receipts or modification thereof as contemplated by Article XXII hereofsales), and that any such purported lease, sublease, license, concession or other agreement Tenant previously entered into shall be absolutely void and ineffective as a conveyance of any right or assumed concerning interest in the developmentpossession, constructionuse, and operation occupancy or utilization of any part of the thermal energy plant and the Project, and (iv) such transferee assumes in writing and agrees to be bound by and is legally capable of carrying out all provisions and requirements of the Preconditions To Exercise, the Purchase Option, and the Purchase Agreement, including all terms, conditions, and financial undertakings of the Note and the Subordinated MortgagePremises.
Appears in 1 contract
Restriction. Subject to the provisions of this Article XIV, without the prior written consent of Landlord (which consent shall not be unreasonably withheld, delayed or conditioned), Tenant shall not, either voluntarily or by operation of law, assign, encumber, or otherwise transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or permit the Premises to be occupied by anyone other than Tenant or Tenant's ’s employees (any such assignment, encumbrance, subletting, occupation or transfer is hereinafter referred to as a "“Transfer") unless Tenant receives the prior written consent of Landlord, which consent may be withheld in Landlord's sole and absolute discretion. Tenant acknowledges that Landlord has entered into this Lease with Tenant based on Tenant's specific qualifications for operating the Powerhouse and developing the Project, and agrees that Landlord's right to give or withhold consent to a Transfer in Landlord's sole discretion is fair and reasonable”). For purposes of this Lease, the term "“Transfer" ” shall also include (a) if Tenant is a partnership or limited liability companypartnership, the withdrawal of or change, voluntary, voluntary or involuntary or by operation of law, of a majority of the partners or memberspartners, or a transfer of a majority of or partnership or membership interests, within a twelve month period, interests or the dissolution of the partnership or companypartnership, and (b) if Tenant is a closely held corporation (i.e. whose stock is not publicly held and not traded through an exchange or over the counter), ) or a limited liability company, the dissolution, merger, consolidation, division, liquidation or other reorganization of Tenant, or within a twelve month period: (i) the sale or other transfer of more than an aggregate of fifty percent (50% %) of the voting securities of or membership interests in Tenant (other than to immediate family members by reason of gift or death) or (ii) the sale, mortgage, hypothecation or pledge of more than an aggregate of fifty percent (50% %) of Tenant's ’s net worthassets, and (c) any change by Tenant in the form of its legal organization under applicable state law (such as, for example, a change from a general partnership to a limited partnership or from a corporation to a limited liability company). A Transfer An assignment, subletting or other action in violation of the foregoingforegoing shall be void and, at Landlord's ’s option, shall be void and/or shall constitute a material breach of this Lease. Notwithstanding the foregoing, If Tenant desires to make a Transfer by Tenant (including a Permitted Transfer) then at least thirty (30) days but not more than one hundred eighty (180) days prior to an entity under common control with the original Tenant named hereunder (i.e., to an entity controlled by Lxxxxxx Energy Group, Inc.) shall not require Landlord's consent, provided that (i) contemporaneous notice of such Transfer is given to Landlord, (ii) such transferee assumes in writing all obligations of Tenant under this Lease, (iii) such transferee assumes in writing all obligations of Tenant under the O&M Agreement, the Energy Services Agreements, the Power Purchase Agreement (and any replacement, extension, or modification thereof as contemplated by Article XXII hereof), and any other agreement Tenant previously entered into or assumed concerning the development, construction, and operation effective date of the thermal energy plant and the Projectproposed assignment or subletting, and (iv) such transferee assumes Tenant shall submit to Landlord in writing and agrees to be bound by and is legally capable of carrying out all provisions and requirements of the Preconditions To Exercise, the Purchase Option, and the Purchase Agreement, including all terms, conditions, and financial undertakings of the Note and the Subordinated Mortgage.connection with Tenant’s request for Landlord’s consent:
Appears in 1 contract
Samples: Office Lease (McData Corp)
Restriction. Without the prior written consent of Landlord, Tenant shall not, either voluntarily or by operation of law, assign, encumber, or otherwise transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or permit the Premises to be occupied by anyone other than Tenant or Tenant's employees (any such assignment, encumbrance, subletting, occupation or transfer is hereinafter referred to as a "Transfer") unless Tenant receives the prior written consent of Landlord, which consent may be withheld in Landlord's sole and absolute discretion. Tenant acknowledges that Landlord has entered into this Lease with Tenant based on Tenant's specific qualifications for operating the Powerhouse and developing the Project, and agrees that Landlord's right to give or withhold consent to a Transfer in Landlord's sole discretion is fair and reasonable). For purposes of this Lease, the term "Transfer" shall also include (a) if Tenant is a partnership or limited liability companypartnership, the withdrawal or change, voluntary, involuntary or by operation of law, of a majority of the partners or memberspartners, or a transfer of a majority of partnership or membership interests, within a twelve month period, or the dissolution of the partnership or companypartnership, and (b) if Tenant is a closely held corporation (i.e. whose stock is not publicly held and not traded through an exchange or over the counter), ) or a limited liability company, the dissolution, merger, consolidation, division, liquidation or other reorganization of Tenant, or within a twelve month period: (i) the sale or other transfer of more than an aggregate of 50% of the voting securities of or membership interests in Tenant (other than to immediate family members by reason of gift or death) or (ii) the sale, mortgage, hypothecation or pledge of more than an aggregate of 50% of Tenant's net worthassets and (c) any change by Tenant in the form of its legal organization under applicable state law (such as, for example, a change from a general partnership to a limited partnership or from a corporation to a limited liability company). A Transfer An assignment, subletting or other action in violation of the foregoingforegoing shall be void and, at Landlord's option, shall be void and/or shall constitute a material breach of this Lease. Notwithstanding anything contained in this Article XIV to the foregoingcontrary, a Transfer by Tenant shall have the right to assign the Lease or sublease the Premises, or any part thereof, to an "Affiliate" without the prior written consent of Landlord, but upon at least twenty (20) days' prior written notice to Landlord, provided that said Affiliate is identical to the use in Section 1.10 of the Lease, and provided further that said Affiliate is not in default under any other lease for space in a property that is managed by Heitxxx Xxxperties Ltd. or any of its affiliates. For purposes of this provision, the term "Affiliate" shall mean any corporation or other entity controlling, controlled by, or under common control with (directly or indirectly) Tenant, including, without limitation, any parent corporation controlling Tenant or any subsidiary that Tenant controls. The term "control," as used herein, shall mean the original Tenant named hereunder (i.e., power to an entity controlled by Lxxxxxx Energy Group, Inc.) shall not require Landlord's consent, provided that (i) contemporaneous notice of such Transfer is given to Landlord, (ii) such transferee assumes in writing all obligations of Tenant under this Lease, (iii) such transferee assumes in writing all obligations of Tenant under direct or cause the O&M Agreement, the Energy Services Agreements, the Power Purchase Agreement (and any replacement, extension, or modification thereof as contemplated by Article XXII hereof), and any other agreement Tenant previously entered into or assumed concerning the development, construction, and operation direction of the thermal energy plant management and the Project, and (iv) such transferee assumes in writing and agrees to be bound by and is legally capable of carrying out all provisions and requirements policies of the Preconditions To Exercise, controlled entity through the Purchase Option, and the Purchase Agreement, including all terms, conditions, and financial undertakings ownership of more than ten percent (10%) of the Note and the Subordinated Mortgage.voting securities in such controlled entity. Notwithstanding anything contained
Appears in 1 contract
Samples: Industrial Lease (Brightpoint Inc)
Restriction. Without the prior written consent of Landlord, which shall not be unreasonably withheld, Tenant shall not, either voluntarily or by operation of law, assign, encumber, or otherwise transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or permit the Premises to be occupied by anyone other than Tenant or Tenant's employees (any such assignment, encumbrance, subletting, occupation or transfer is hereinafter referred to as a "Transfer") unless Tenant receives the prior written consent of Landlord, which consent may be withheld in Landlord's sole and absolute discretion. Tenant acknowledges that Landlord has entered into this Lease with Tenant based on Tenant's specific qualifications for operating the Powerhouse and developing the Project, and agrees that Landlord's right to give or withhold consent to a Transfer in Landlord's sole discretion is fair and reasonable). For purposes of this Lease, the term "Transfer" shall also include (a) if Tenant is a partnership or limited liability companypartnership, the withdrawal or change, voluntary, involuntary or by operation of law, of a majority of the partners or memberspartners, or a transfer of a majority of partnership or membership interests, within a twelve month period, or the dissolution of the partnership or companypartnership, and (b) if Tenant is a closely held corporation (i.e. whose stock is not publicly held and not traded through an exchange or over the counter), ) or a limited liability company, the dissolution, merger, consolidation, division, liquidation or other reorganization of Tenant, or within a twelve month period: (i) the sale or other transfer of more than an aggregate of 50% of the voting securities of or membership interests in Tenant (other than to immediate family members by reason of gift or death) or (ii) the sale, mortgage, hypothecation or pledge of more than an aggregate of 50% of Tenant's net worthassets, and (c) any change by Tenant in the form of its legal organization under applicable state law (such as, for example, a change from a general partnership to a limited partnership or from a corporation to a limited liability company). A Transfer An assignment, subletting or other action in violation of the foregoingforegoing shall be void and, at Landlord's option, shall be void and/or shall constitute a material breach of this Lease. Notwithstanding anything contained in this Article XIV to the foregoingcontrary, a Transfer by Tenant shall have the right to assign the Lease or sublease the Premises, or any part thereof, to an "Affiliate" without the prior written consent of Landlord, but upon at least twenty (20) days' prior written notice to Landlord, provided that said Affiliate is not in default under any other lease for space in a property that is managed by Landlord or its managing agent. For purposes of this provision, the term "Affiliate" shall mean any corporation or other entity controlling, controlled by, or under common control with (directly or indirectly) Tenant, including, without limitation, any parent corporation controlling Tenant or any subsidiary that Tenant controls. The term "control," as used herein, shall mean the original power to direct or cause the direction of the management and policies of the controlled entity through the ownership of more than fifty percent (50%) of the voting securities in such controlled entity. Notwithstanding anything contained in this Article XIV to the contrary, Tenant named hereunder expressly covenants and agrees not to enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of the Premises which provides for rental or other payment for such use, occupancy or utilization based in whole or in part on the net income or profits derived by any person from the property leased, used, occupied or utilized (i.e., to other than an entity controlled by Lxxxxxx Energy Group, Inc.) shall not require Landlord's consent, provided that (i) contemporaneous notice amount based on a fixed percentage or percentages of such Transfer is given to Landlord, (ii) such transferee assumes in writing all obligations of Tenant under this Lease, (iii) such transferee assumes in writing all obligations of Tenant under the O&M Agreement, the Energy Services Agreements, the Power Purchase Agreement (and any replacement, extension, receipts or modification thereof as contemplated by Article XXII hereofsales), and that any such purported lease, sublease, license, concession or other agreement Tenant previously entered into shall be absolutely void and ineffective as a conveyance of any right or assumed concerning interest in the developmentpossession, constructionuse, and operation occupancy or utilization of any part of the thermal energy plant and the Project, and (iv) such transferee assumes in writing and agrees to be bound by and is legally capable of carrying out all provisions and requirements of the Preconditions To Exercise, the Purchase Option, and the Purchase Agreement, including all terms, conditions, and financial undertakings of the Note and the Subordinated MortgagePremises.
Appears in 1 contract
Samples: Office Lease (Deja Foods Inc)
Restriction. Without the prior written consent of Landlord, which shall not be unreasonably withheld, Tenant shall not, either voluntarily or by operation of law, assign, encumber, or otherwise transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or permit the Premises to be occupied by anyone other than Tenant or Tenant's ’s employees (any such assignment, encumbrance, subletting, occupation or transfer is hereinafter referred to as a "“Transfer") unless Tenant receives the prior written consent of Landlord, which consent may be withheld in Landlord's sole and absolute discretion. Tenant acknowledges that Landlord has entered into this Lease with Tenant based on Tenant's specific qualifications for operating the Powerhouse and developing the Project, and agrees that Landlord's right to give or withhold consent to a Transfer in Landlord's sole discretion is fair and reasonable”). For purposes of this Lease, the term "tern “Transfer" ” shall also include (a) if Tenant is a partnership or limited liability companypartnership, the withdrawal or change, voluntary, involuntary or by operation of law, of a majority of the partners or memberspartners, or a transfer of a majority of partnership or membership interests, within a twelve month period, or the dissolution of the partnership or companypartnership, and (b) if Tenant is a closely held corporation (i.e. whose stock is not publicly held and not traded through an exchange or over the counter), ) or a limited liability company, the dissolution, merger, consolidation, division, liquidation or other reorganization of Tenant, or within a twelve month period: (i) the sale or other transfer of more than an aggregate of 50% of the voting securities of or membership interests in Tenant (other than to immediate family members by reason of gift or death) or (ii) the sale, mortgage, hypothecation or pledge of more than an aggregate of 50% of Tenant's ’s net worthassets, and (c) any change by Tenant in the form of its legal organization under applicable state law (such as, for example, a change from a general partnership to a limited partnership or from a corporation to a limited liability company). A Transfer An assignment, subletting or other action in violation of the foregoingforegoing shall be void and, at Landlord's ’s option, shall be void and/or shall constitute a material breach of this Lease. Notwithstanding anything contained in this Article XIV to the foregoingcontrary, a Transfer by Tenant shall have the right to assign the Lease or sublease the Premises, or any part thereof, to an “Affiliate” without the prior written consent of Landlord, but upon at least twenty (20) days’ prior written notice to Landlord, provided that said Affiliate is not in default after notice and beyond the expiration of any applicable cure period under any other lease for space in a property that is managed by Landlord or its managing agent. For purposes of this provision, the tern “Affiliate” shall mean any corporation or other entity controlling, controlled by, or under common control with (directly or indirectly) Tenant, including, without limitation, any parent corporation controlling Tenant or any subsidiary that Tenant controls. The term “control,” as used herein, shall mean the original power to direct or cause the direction of the management and policies of the controlled entity through the ownership of more than fifty percent (50%) of the voting securities in such controlled entity. Notwithstanding anything contained in this Article XIV to the contrary, Tenant named hereunder expressly covenants and agrees not to enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of the Premises which provides for rental or other payment for such use, occupancy or utilization based in whole or in part on the net income or profits derived by any person from the property leased, used, occupied or utilized (i.e., to other than an entity controlled by Lxxxxxx Energy Group, Inc.) shall not require Landlord's consent, provided that (i) contemporaneous notice amount based on a fixed percentage or percentages of such Transfer is given to Landlord, (ii) such transferee assumes in writing all obligations of Tenant under this Lease, (iii) such transferee assumes in writing all obligations of Tenant under the O&M Agreement, the Energy Services Agreements, the Power Purchase Agreement (and any replacement, extension, receipts or modification thereof as contemplated by Article XXII hereofsales), and that any such purported lease, sublease, license, concession or other agreement Tenant previously entered into shall be absolutely void and ineffective as a conveyance of any right or assumed concerning interest in the developmentpossession, constructionuse, and operation occupancy or utilization of any part of the thermal energy plant and the Project, and (iv) such transferee assumes in writing and agrees to be bound by and is legally capable of carrying out all provisions and requirements of the Preconditions To Exercise, the Purchase Option, and the Purchase Agreement, including all terms, conditions, and financial undertakings of the Note and the Subordinated MortgagePremises.
Appears in 1 contract
Restriction. Without the prior written consent of Landlord, ----------- Tenant shall not, either voluntarily or by operation of law, assign, encumber, or otherwise transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or permit the Premises to be occupied by anyone other than Tenant or Tenant's employees (any such assignment, encumbrance, subletting, occupation occupation, or transfer is hereinafter referred to as a "Transfer") unless Tenant receives the prior written consent of Landlord, which consent may be withheld in Landlord's sole and absolute discretion. Tenant acknowledges that Landlord has entered into this Lease with Tenant based on Tenant's specific qualifications for operating the Powerhouse and developing the Project, and agrees that Landlord's right to give or withhold consent to a Transfer in Landlord's sole discretion is fair and reasonable). For purposes of this Lease, the term "Transfer" shall also include include, (a) if Tenant is a partnership or limited liability companypartnership, the withdrawal or change, voluntary, involuntary or by operation of law, of a majority of the partners or memberspartners, or a transfer of a majority of partnership or membership interests, within a twelve month period, or the dissolution of the partnership or companypartnership, and (b) if Tenant is a closely held corporation (i.e. i.e., whose stock is not publicly held and not traded through an exchange or over the counter), ) or a limited liability company, the dissolution, merger, consolidation, division, liquidation or other reorganization of Tenant, or within a twelve month period: (i) the sale or other transfer of more than an aggregate of 50% of the voting securities of or membership interests in Tenant (other than to immediate family members by reason of gift or death) or (ii) the sale, mortgage, hypothecation or pledge of more than an aggregate of 50% of Tenant's net worthassets. A Transfer An assignment, subletting or other action in violation of the foregoingforegoing shall be void and, at Landlord's option, shall be void and/or shall constitute a material breach of this Lease. Notwithstanding anything contained in this Article XIV to the foregoingcontrary, a Transfer by Tenant shall have the right to assign the Lease or sublease the Premises, or any part thereof, to an "Affiliate" without the prior written consent of Landlord, but upon at least (20) days' prior written notice to Landlord, provided that said Affiliate is not in default under any other lease for space in a property that is managed by Xxxxxxx Properties Ltd. or any of its affiliates. For purposes of this provision, the term "Affiliate" shall mean any corporation or other entity controlling, controlled by, or under common control with (directly or indirectly) Tenant, including, without limitation, any parent corporation controlling Tenant or any subsidiary that Tenant controls. The term "control," as used herein, shall mean the original power to direct or cause the direction of the management and policies of the controlled entity through the ownership of more than fifty percent (50%) of the voting securities in such controlled entity. Notwithstanding anything contained in this Article XIV to the contrary, Tenant named hereunder expressly covenants and agrees not to enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of the Premises which provides for rental or other payment for such use, occupancy or utilization based in whole or in part on the net income or profits derived by any person from the property leased, used, occupied or utilized (i.e., to other than an entity controlled by Lxxxxxx Energy Group, Inc.) shall not require Landlord's consent, provided that (i) contemporaneous notice amount based on a fixed percentage or percentages of such Transfer is given to Landlord, (ii) such transferee assumes in writing all obligations of Tenant under this Lease, (iii) such transferee assumes in writing all obligations of Tenant under the O&M Agreement, the Energy Services Agreements, the Power Purchase Agreement (and any replacement, extension, receipts or modification thereof as contemplated by Article XXII hereofsales), and that any such purported lease, sublease, license, concession or other agreement Tenant previously entered into shall be absolutely void and ineffective as a conveyance of any right or assumed concerning interest in the developmentpossession, constructionuse, and operation occupancy or utilization of any part of the thermal energy plant and the Project, and (iv) such transferee assumes in writing and agrees to be bound by and is legally capable of carrying out all provisions and requirements of the Preconditions To Exercise, the Purchase Option, and the Purchase Agreement, including all terms, conditions, and financial undertakings of the Note and the Subordinated MortgagePremises.
Appears in 1 contract
Restriction. Without the prior written consent of Landlord, Tenant shall not, either voluntarily or by operation of law, assign, encumber, or otherwise transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or permit the Premises to be occupied by anyone other than Tenant or Tenant's employees (any such employees. An assignment, encumbrance, subletting, occupation or transfer is hereinafter referred to as a "Transfer") unless Tenant receives the prior written consent of Landlord, which consent may be withheld in Landlord's sole and absolute discretion. Tenant acknowledges that Landlord has entered into this Lease with Tenant based on Tenant's specific qualifications for operating the Powerhouse and developing the Project, and agrees that Landlord's right to give or withhold consent to a Transfer in Landlord's sole discretion is fair and reasonable. For purposes of this Lease, the term "Transfer" shall also include (a) if Tenant is a partnership or limited liability company, the withdrawal or change, voluntary, involuntary or by operation of law, of a majority of the partners or members, or a transfer of a majority of partnership or membership interests, within a twelve month period, or the dissolution of the partnership or company, and (b) if Tenant is a closely held corporation (i.e. whose stock is not publicly held and not traded through an exchange or over the counter), or a limited liability company, the dissolution, merger, consolidation, division, liquidation or other reorganization of Tenant, or within a twelve month period: (i) the sale or other transfer of more than an aggregate of 50% of the voting securities of or membership interests in Tenant (other than to immediate family members by reason of gift or death) or (ii) the sale, mortgage, hypothecation or pledge of more than an aggregate of 50% of Tenant's net worth. A Transfer subletting or other action in violation of the foregoingforegoing shall be void and, at Landlord's option, shall be void and/or shall constitute a material breach of this Lease. Notwithstanding For purposes of this Section 14.01, an assignment shall include any transfer of any interest in this Lease or the foregoing, a Transfer Premises by Tenant pursuant to an entity under common control with the original Tenant named hereunder (i.e.a merger, division, consolidation or liquidation, or pursuant to an entity controlled by Lxxxxxx Energy Group, Inc.) shall not require Landlord's consent, provided that (i) contemporaneous notice of such Transfer is given to Landlord, (ii) such transferee assumes a change in writing all obligations ownership of Tenant under involving a transfer of voting control in Tenant (whether by transfer of partnership interests, corporate stock or otherwise). Notwithstanding anything contained in this LeaseArticle XIV to the contrary, Tenant expressly covenants and agrees not to enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of the Premises which provides for rental or other payment for such use, occupancy or utilization based in whole or in part on the net income or profits derived by any person from the property leased, used, occupied or utilized (iii) such transferee assumes in writing all obligations other than an amount based on a fixed percentage or percentages of Tenant under the O&M Agreement, the Energy Services Agreements, the Power Purchase Agreement (and any replacement, extension, receipts or modification thereof as contemplated by Article XXII hereofsales), and that any such purported lease, sublease, license, concession or other agreement for use, occupancy or utilization of the Premises which provides for rental or other payment for such use, occupancy or utilization based in whole or in part on the net income or profits derived by any person from the property leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such purported lease, sublease, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises. It shall not be considered unreasonable in declining to consider a subtenant or sublessee whose use of the facilities is not in keeping with other tenants of this development or whose financial position is materially below that of Tenant previously entered into or assumed concerning other tenants renting comparable space in the development, construction, and operation of the thermal energy plant and the Project, and (iv) such transferee assumes in writing and agrees to be bound by and is legally capable of carrying out all provisions and requirements of the Preconditions To Exercise, the Purchase Option, and the Purchase Agreement, including all terms, conditions, and financial undertakings of the Note and the Subordinated Mortgage.
Appears in 1 contract
Samples: Lease (Vartech Systems Inc)
Restriction. Without the prior written consent of Landlord, Tenant shall not, either involuntarily or voluntarily or by operation of lawlaw or otherwise, assign, encumbermortgage, pledge, hypothecate, encumber or permit any lien to attach to, or otherwise transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or permit the Premises to be occupied by anyone other than Tenant or Tenant's employees (each a "Transfer" and any such assignment, encumbrance, subletting, occupation person or transfer entity to whom a Transfer is hereinafter made or sought to be made is referred to herein as a "TransferTransferee") unless Tenant receives ). Any Transfer in violation of the prior written consent provisions of Landlordthis Article 15 shall be void and, which consent may be withheld in at Landlord's sole and absolute discretion. Tenant acknowledges that Landlord has entered into this Lease with Tenant based on Tenant's specific qualifications for operating the Powerhouse and developing the Projectoption, and agrees that Landlord's right to give or withhold consent to a Transfer in Landlord's sole discretion is fair and reasonableshall constitute an Event of Default. For purposes of this Lease, the term "Transfer" shall also include (ai) if a Tenant is a partnership or limited liability company, the withdrawal or change, voluntary, involuntary or by operation of law, of a majority more than fifty percent (50%) of the partners partners, members or membersmanagers thereof, or a transfer of a majority more than fifty percent (50%) of partnership or membership interests, interests therein within a twelve (12) month period, or the dissolution of the partnership or companythe limited liability company without immediate reconstitution thereof, and (bii) if Tenant is a closely held corporation (i.e. whose stock is not publicly held and not traded through an exchange or over the counter)counter or any other form of entity, or a limited liability company, (A) the dissolution, merger, consolidation, division, liquidation consolidation or other reorganization of Tenant, or within a twelve month period: (i) the sale or other transfer of more than an aggregate of fifty percent (50% %) of the voting securities shares or other interests of or membership interests in Tenant (other than to immediate family members by reason of gift or death), within a twelve (12) month period, or (iiB) the sale, mortgage, hypothecation or pledge of more than an aggregate of fifty percent (50% %) of Tenant's net worththe value of the unencumbered assets of Tenant within a twelve (12) month period. A Transfer Notwithstanding anything contained in this Article 15 to the contrary, Tenant expressly covenants and agrees not to enter into any lease, sublease, license, concession or other action in violation agreement for use, occupancy or utilization of the foregoingPremises which provides for rental or other payment for such use, at Landlord's optionoccupancy or utilization based in whole or in part on the net income or profits derived by any person from the property leased, shall be void and/or shall constitute used, occupied or utilized (other than an amount based on a material breach fixed percentage or percentages of this Lease. Notwithstanding the foregoing, a Transfer by Tenant to an entity under common control with the original Tenant named hereunder (i.e., to an entity controlled by Lxxxxxx Energy Group, Inc.) shall not require Landlord's consent, provided that (i) contemporaneous notice of such Transfer is given to Landlord, (ii) such transferee assumes in writing all obligations of Tenant under this Lease, (iii) such transferee assumes in writing all obligations of Tenant under the O&M Agreement, the Energy Services Agreements, the Power Purchase Agreement (and any replacement, extension, receipts or modification thereof as contemplated by Article XXII hereofsales), and that any such purported lease, sublease, license, concession or other agreement Tenant previously entered into or assumed concerning the development, construction, and operation of the thermal energy plant and the Project, and (iv) such transferee assumes in writing and agrees to shall be bound by and is legally capable of carrying out all provisions and requirements of the Preconditions To Exercise, the Purchase Option, and the Purchase Agreement, including all terms, conditions, and financial undertakings of the Note and the Subordinated Mortgageabsolutely void.
Appears in 1 contract
Restriction. Without the prior written consent of Landlord, Tenant shall not, either voluntarily or by operation of law, assign, encumber, or otherwise transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or permit the Premises to be occupied by anyone other than Tenant or Tenant's ’s employees (any such assignment, encumbrance, subletting, occupation or transfer is hereinafter referred to as a "“Transfer") unless Tenant receives the prior written consent of Landlord, which consent may be withheld in Landlord's sole and absolute discretion. Tenant acknowledges that Landlord has entered into this Lease with Tenant based on Tenant's specific qualifications for operating the Powerhouse and developing the Project, and agrees that Landlord's right to give or withhold consent to a Transfer in Landlord's sole discretion is fair and reasonable”). For purposes of this Lease, the term "“‘Transfer" ” shall also include (a) if Tenant is a partnership or limited liability companypartnership, the withdrawal or change, voluntary, involuntary or by operation of law, of a majority of the partners or memberspartners, or a transfer of a majority of partnership or membership interests, within a twelve month period, or the dissolution of the partnership or companypartnership, and (b) if Tenant is a closely held corporation (i.e. whose stock is not publicly held and not traded through an exchange or over the counter), ) or a limited liability company, the dissolution, merger, consolidation, division, liquidation or other reorganization of Tenant, or within a twelve month period: (i) the sale or other transfer of more than an aggregate of 50% of the voting securities of or membership interests in Tenant (other than to immediate family members by reason of gift or death) or (ii) the sale, mortgage, hypothecation or pledge of more than an aggregate of 50% of Tenant's ’s net worthassets, and (c) any change by Tenant in the form of its legal organization under applicable state law (such as, for example, a change from a general partnership to a limited partnership or from a corporation to a limited liability company). A Transfer An assignment, subletting or other action in violation of the foregoingforegoing shall be void and, at Landlord's ’s option, shall be void and/or shall constitute a material breach of this Lease. Notwithstanding anything contained in this Article XIV to the foregoingcontrary, a Transfer by Tenant shall have the right to assign the Lease or sublease the Premises, or any part thereof, to an “Affiliate” without the prior written consent of Landlord, but upon at least twenty (20) days’ prior written notice to Landlord, provided that said Affiliate is not in default under any other lease for space in a property that is managed by Xxxxxxx-Xxxxxx Properties Ltd. or any of its affiliates. For purposes of this provision, the term “Affiliate” shall mean any corporation or other entity controlling, controlled by, or under common control with (directly or indirectly) Tenant, including, without limitation, any parent corporation controlling Tenant or any subsidiary that Tenant controls. The term “control,” as used herein, shall mean the original power to direct or cause the direction of the management and policies of the controlled entity through the ownership of more than fifty percent (50%) of the voting securities in such controlled entity. Notwithstanding anything contained in this Article XIV to the contrary, Tenant named hereunder expressly covenants and agrees not to enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of the Premises which provides for rental or other payment for such use, occupancy or utilization based in whole or in part on the net income or profits derived by any person from the property leased, used, occupied or utilized (i.e., to other than an entity controlled by Lxxxxxx Energy Group, Inc.) shall not require Landlord's consent, provided that (i) contemporaneous notice amount based on a fixed percentage or percentages of such Transfer is given to Landlord, (ii) such transferee assumes in writing all obligations of Tenant under this Lease, (iii) such transferee assumes in writing all obligations of Tenant under the O&M Agreement, the Energy Services Agreements, the Power Purchase Agreement (and any replacement, extension, receipts or modification thereof as contemplated by Article XXII hereofsales), and that any such purported lease, sublease, license, concession or other agreement Tenant previously entered into shall be absolutely void and ineffective as a conveyance of any right or assumed concerning interest in the developmentpossession, constructionuse, and operation occupancy or utilization of any part of the thermal energy plant and the Project, and (iv) such transferee assumes in writing and agrees to be bound by and is legally capable of carrying out all provisions and requirements of the Preconditions To Exercise, the Purchase Option, and the Purchase Agreement, including all terms, conditions, and financial undertakings of the Note and the Subordinated MortgagePremises.
Appears in 1 contract
Samples: Lease Agreement (RigNet, Inc.)
Restriction. Without the prior written consent of Landlord, Tenant ----------- shall not, either voluntarily or by operation of law, assign, encumber, or otherwise transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or permit the Premises to be occupied by anyone other than Tenant or Tenant's employees (any such assignment, encumbrance, subletting, occupation or transfer is hereinafter referred to as a "Transfer") unless Tenant receives the prior written consent of Landlord, which consent may be withheld in Landlord's sole and absolute discretion. Tenant acknowledges that Landlord has entered into this Lease with Tenant based on Tenant's specific qualifications for operating the Powerhouse and developing the Project, and agrees that Landlord's right to give or withhold consent to a Transfer in Landlord's sole discretion is fair and reasonable). For purposes of this Lease, Lease the term "Transfer" shall also include (a) if Tenant is a partnership or limited liability company, the withdrawal or change, voluntary, involuntary or by operation of law, of a majority of the partners or memberspartners, or a transfer of a majority of partnership or membership interests, within a twelve month period, or the dissolution of the partnership or companypartnership, and (b) if Tenant is a closely held corporation (i.e. whose stock is not publicly held and not traded through an exchange or over the counter), ) or a limited liability company, the dissolution, merger, consolidation, division, liquidation or other reorganization of Tenant, or within a twelve month period: (i) the sale or other transfer of more than an aggregate of 50% of the voting securities of or membership interests in Tenant (other than to immediate family members by reason of gift or death) or (ii) the sale, mortgage, hypothecation or pledge of more than an aggregate of 50% of Tenant's net worthassets. A Transfer or other action in violation of the foregoingforegoing shall be void and, at Landlord's option, shall be void and/or shall constitute a material breach of this Lease. Notwithstanding anything contained in this Article XIV to the foregoingcontrary, a Transfer by Tenant shall have the right to an entity under common control with assign the original Tenant named hereunder (i.e.Lease or sublease the Premises, or any part thereof, to an entity controlled by Lxxxxxx Energy Group, Inc.) shall not require Landlord's consent, provided that (i) contemporaneous notice of such Transfer is given to Landlord, (ii) such transferee assumes in writing all obligations of Tenant under this Lease, (iii) such transferee assumes in writing all obligations of Tenant under the O&M Agreement, the Energy Services Agreements, the Power Purchase Agreement (and any replacement, extension, or modification thereof as contemplated by Article XXII hereof), and any other agreement Tenant previously entered into or assumed concerning the development, construction, and operation of the thermal energy plant and the Project, and (iv) such transferee assumes in writing and agrees to be bound by and is legally capable of carrying out all provisions and requirements of the Preconditions To Exercise, the Purchase Option, and the Purchase Agreement, including all terms, conditions, and financial undertakings of the Note and the Subordinated Mortgage."Affiliate" 110
Appears in 1 contract
Restriction. Without the prior written consent of Landlord, Tenant shall not, either voluntarily or by operation of law, assign, encumber, or otherwise transfer this Lease or any interest herein, or sublet the Premises Building or any part thereof, or permit the Premises Building to be occupied by anyone other than Tenant or Tenant's ’s employees (any such assignment, encumbrance, subletting, occupation or transfer is hereinafter referred to as a "“Transfer") unless Tenant receives the prior written consent of Landlord, which consent may be withheld in Landlord's sole and absolute discretion. Tenant acknowledges that Landlord has entered into this Lease with Tenant based on Tenant's specific qualifications for operating the Powerhouse and developing the Project, and agrees that Landlord's right to give or withhold consent to a Transfer in Landlord's sole discretion is fair and reasonable”). For purposes of this Lease, the term "“Transfer" ” shall also include (aA) if Tenant is a partnership or limited liability companypartnership, the withdrawal or change, voluntary, involuntary or by operation of law, of a majority of the partners or memberspartners, or a transfer of a majority of partnership or membership interests, within a twelve month period, or the dissolution of the partnership or companypartnership, and (bB) if Tenant is a closely held corporation (i.e. whose stock is not publicly held and not traded through an exchange or over the counter), ) or a limited liability company, the dissolution, merger, consolidation, division, liquidation or other reorganization of Tenant, or within a twelve month period: (i) the sale or other transfer of more than an aggregate of fifty percent (50% %) of the voting securities of or membership interests in Tenant (other than to immediate family members by reason of gift or death) or (ii) the sale, mortgage, hypothecation or pledge of more than an aggregate of fifty percent (50% %) of Tenant's ’s net worthassets. A Transfer An assignment, subletting or other action in violation of the foregoingforegoing shall be void and, at Landlord's ’s option, shall be void and/or shall constitute a material breach of this Lease. Notwithstanding anything contained in this Article XIII to the foregoingcontrary, Tenant expressly covenants and agrees not to enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of the Building which provides for rental or other payment for such use, occupancy or utilization based in whole or in part on the net income or profits derived by any person from the property leased, used, occupied or utilized (other than an amount based on a Transfer by Tenant to an entity under common control with the original Tenant named hereunder (i.e., to an entity controlled by Lxxxxxx Energy Group, Inc.) shall not require Landlord's consent, provided that (i) contemporaneous notice fixed percentage or percentages of such Transfer is given to Landlord, (ii) such transferee assumes in writing all obligations of Tenant under this Lease, (iii) such transferee assumes in writing all obligations of Tenant under the O&M Agreement, the Energy Services Agreements, the Power Purchase Agreement (and any replacement, extension, receipts or modification thereof as contemplated by Article XXII hereofsales), and that any such purported lease, sublease, license, concession or other agreement Tenant previously entered into shall be absolutely void and ineffective as a conveyance of any right or assumed concerning interest in the developmentpossession, constructionuse, and operation occupancy or utilization of any part of the thermal energy plant and the Project, and (iv) such transferee assumes in writing and agrees to be bound by and is legally capable of carrying out all provisions and requirements of the Preconditions To Exercise, the Purchase Option, and the Purchase Agreement, including all terms, conditions, and financial undertakings of the Note and the Subordinated MortgageBuilding.
Appears in 1 contract
Samples: Office Lease Agreement
Restriction. Without the prior written consent of Landlord, which may not be unreasonably conditioned, withheld or delayed, Tenant shall will not, either involuntarily or voluntarily or by operation of lawlaw or otherwise, assign, encumbermortgage, pledge, hypothecate, encumber or permit any lien to attach to, or otherwise transfer this Lease or any interest hereinin it, or sublet the Premises or any part thereofof them, or permit the Premises to be occupied by anyone other than Tenant Tenant, Tenant’s employees or Tenant's employees ’s Affiliates (defined below)(each a “Transfer” and any such assignment, encumbrance, subletting, occupation person or transfer is hereinafter referred entity to as a "Transfer") unless Tenant receives the prior written consent of Landlord, which consent may be withheld in Landlord's sole and absolute discretion. Tenant acknowledges that Landlord has entered into this Lease with Tenant based on Tenant's specific qualifications for operating the Powerhouse and developing the Project, and agrees that Landlord's right to give or withhold consent to whom a Transfer is made or sought to be made, a “Transferee”). Any Transfer in Landlord's sole discretion is fair and reasonable. For purposes violation of the provisions of this LeaseArticle will be void and, the term "at Landlord’s option, will constitute an Event of Default. “Transfer" shall also include ” includes (a) if Tenant is a partnership or limited liability company, the withdrawal or change, voluntary, involuntary or by operation of law, of a majority fifty percent (50%) or more of the partners partners, members or membersmanagers, or a transfer of a majority twenty-five percent (25%) or more of partnership or membership interests, interests within a twelve (12) month period, or the dissolution of the partnership or companythe limited liability company without immediate reconstitution, and (b) if Tenant is a closely held corporation (i.e. whose stock is not publicly held and not traded through an exchange or over the counter)counter or any other form of entity, or a limited liability company, (i) the dissolution, merger, consolidation, division, liquidation consolidation or other reorganization of Tenant, or within a twelve month period: (i) the sale or other transfer of more than an aggregate of fifty percent (50% %) of the voting securities shares or other interests of or membership interests in Tenant (other than to immediate family members by reason of gift or death), within a twelve (12) month period, or (ii) the sale, mortgage, hypothecation or pledge of more than an aggregate of fifty percent (50% of Tenant's net worth. A Transfer or other action in violation %) of the foregoing, at Landlord's option, shall be void and/or shall constitute value of the unencumbered assets of Tenant within a material breach of this Leasetwelve (12) month period. Notwithstanding the foregoingHowever, a Transfer by Tenant to an entity under common control with the original that assumes this Lease and (x) that owns or controls all or substantially all of Tenant’s outstanding shares, or (y) all or substantially all of whose outstanding shares are owned by Tenant named hereunder (i.e., to or by an entity controlled by Lxxxxxx Energy Groupthat owns or controls all or substantially all of Tenant’s outstanding shares, Inc.or (z) shall that acquires all or substantially all of Tenant’s assets (each a “Tenant Affiliate”), will not require Landlord's consentbe subject to Sections 16.1, provided that (i) contemporaneous 16.2, 16.3, 16.4, 16.5, or 16.6; however, Tenant will promptly give Landlord notice of such the Transfer is given to Landlord, (ii) such transferee assumes in writing all obligations of Tenant under this Lease, (iii) such transferee assumes in writing all obligations of Tenant under the O&M Agreement, the Energy Services Agreements, the Power Purchase Agreement (and any replacement, extension, or modification thereof as contemplated by Article XXII hereof), and any other agreement Tenant previously entered into or assumed concerning the development, construction, and operation a fully executed copy of the thermal energy plant and the Project, and (iv) such transferee assumes in writing and agrees to be bound by and is legally capable of carrying out all provisions and requirements of the Preconditions To Exercise, the Purchase Option, and the Purchase Agreement, including all terms, conditions, and financial undertakings of the Note and the Subordinated Mortgageassumption agreement.
Appears in 1 contract
Samples: Lease (Syntax-Brillian Corp)
Restriction. Without the prior written consent of Landlord (which consent, with respect to an assignment or subletting, shall not be unreasonably withheld as provided in Section 14.04), Tenant shall not, either voluntarily or by operation of law, assign, encumber, or otherwise transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or permit the Premises to be occupied by anyone other than Tenant or Tenant's employees (any such assignment, encumbrance, subletting, occupation or transfer is hereinafter referred to as a "Transfer") unless Tenant receives the prior written consent of Landlord, which consent may be withheld in Landlord's sole and absolute discretion. Tenant acknowledges that Landlord has entered into this Lease with Tenant based on Tenant's specific qualifications for operating the Powerhouse and developing the Project, and agrees that Landlord's right to give or withhold consent to a Transfer in Landlord's sole discretion is fair and reasonable). For purposes of this Lease, the term "Transfer" shall also include (a) if Tenant is a partnership or limited liability companypartnership, the withdrawal or change, voluntary, involuntary or by operation of law, of a majority of the partners or memberspartners, or a transfer of a majority of partnership or membership interests, within a twelve month period, or the dissolution of the partnership or companypartnership, and (b) if Tenant is a closely held corporation (i.e. whose stock is not publicly held and not traded through an exchange or over the counter), ) or a limited liability company, the dissolution, merger, consolidation, division, liquidation or other reorganization of Tenant, or within a twelve month period: (i) the sale or other transfer of more than an aggregate of 50% of the voting securities of or membership interests in Tenant (other than to immediate family members by reason of gift or death) or (ii) the sale, mortgage, hypothecation or pledge of more than an aggregate of 50% of Tenant's net worthassets, and (c) any change by Tenant in the form of its legal organization under applicable state law (such as, for example, a change from a general partnership to a limited partnership or from a corporation to a limited liability company). A Transfer An assignment, subletting or other action in violation of the foregoingforegoing shall be void and, at Landlord's option, shall be void and/or shall constitute a material breach of this Lease. Notwithstanding anything contained in this Article XIV to the foregoingcontrary, a Transfer by Tenant shall have the right to assign the Lease or sublease the Premises, or any part thereof, to an "Affiliate" without the prior written consent of Landlord, but upon at least twenty (20) days' prior written notice to Landlord, provided that said Affiliate is not in default under any other lease for space in a property that is managed by Xxxxxxx Properties Ltd. or any of its affiliates. For purposes of this provision, the term "Affiliate" shall mean (i) any corporation or other entity controlling, controlled by, or under common control with the original (directly or indirectly) Tenant, including, without limitation, any parent corporation controlling Tenant named hereunder (i.e., to an entity controlled by Lxxxxxx Energy Group, Inc.) shall not require Landlord's consent, provided or any subsidiary that (i) contemporaneous notice of such Transfer is given to LandlordTenant controls, (ii) such transferee assumes in writing all obligations of the surviving entity following a merger or consolidation involving Tenant under this Lease, and (iii) any entity that purchases substantially all of Tenant's assets with the intention of continuing Tenant's business operations. The term "control" as used herein, shall mean the power to direct or cause the direction of the management and policies of the controlled entity through the ownership of more than fifty percent (50%) of the voting securities in such transferee assumes controlled entity. Notwithstanding anything contained in writing all obligations this Article XIV to the contrary, Tenant expressly covenants and agrees not to enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of Tenant under the O&M AgreementPremises which provides for rental or other payment for such use, occupancy or utilization based in whole or in part on the Energy Services Agreementsnet income or profits derived by any person from the property leased, the Power Purchase Agreement (and any replacementused, extensionoccupied, or modification thereof as contemplated by Article XXII hereofutilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such purported lease, sublease, license, concession or other agreement Tenant previously entered into shall be absolutely void and ineffective as a conveyance of any right or assumed concerning interest in the developmentpossession, constructionuse, and operation occupancy or utilization of any part of the thermal energy plant and the Project, and (iv) such transferee assumes in writing and agrees to be bound by and is legally capable of carrying out all provisions and requirements of the Preconditions To Exercise, the Purchase Option, and the Purchase Agreement, including all terms, conditions, and financial undertakings of the Note and the Subordinated MortgagePremises.
Appears in 1 contract
Restriction. Without the prior written consent of Landlord, which shall not be unreasonably withheld, Tenant shall not, either voluntarily or by operation of law, assign, encumber, or otherwise transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or permit the Premises to be occupied by anyone other than Tenant or Tenant's ’s employees (any such assignment, encumbrance, subletting, occupation or transfer is hereinafter referred to as a "“Transfer") unless Tenant receives the prior written consent of Landlord, which consent may be withheld in Landlord's sole and absolute discretion. Tenant acknowledges that Landlord has entered into this Lease with Tenant based on Tenant's specific qualifications for operating the Powerhouse and developing the Project, and agrees that Landlord's right to give or withhold consent to a Transfer in Landlord's sole discretion is fair and reasonable”). For purposes of this Lease, the term "“Transfer" ” shall also include (a) if Tenant is a partnership or limited liability companypartnership, the withdrawal or change, voluntary, involuntary or by operation of law, of a majority of the partners or memberspartners, or a transfer of a majority of partnership or membership interests, within a twelve month period, or the dissolution of the partnership or companypartnership, and (b) if Tenant is a closely held corporation (i.e. whose stock is not publicly held and not traded through an exchange or over the counter), ) or a limited liability company, the dissolution, merger, consolidation, division, liquidation or other reorganization of Tenant, or within a twelve month period: (i) the sale or other transfer of more than an aggregate of 50% of the voting securities of or membership interests in Tenant (other than to immediate family members by reason of gift or death) or (ii) the sale, mortgage, hypothecation or pledge of more than an aggregate of 50% of Tenant's ’s net worthassets, and (c) any change by Tenant in the form of its legal organization under applicable state law (such as, for example, a change from a general partnership to a limited partnership or from a corporation to a limited liability company). A Transfer An assignment, subletting or other action in violation of the foregoingforegoing shall be void and, at Landlord's ’s option, shall be void and/or shall constitute a material breach of this Lease. Notwithstanding anything contained in this Article XIV to the foregoingcontrary, a Transfer by Tenant shall have the right to assign the Lease or sublease the Premises, or any part thereof, to an “Affiliate” without the prior written consent of Landlord, but upon at least twenty (20) days’ prior written notice to Landlord, provided that said Affiliate is not in default under any other lease for space in a property that is managed by Landlord or its managing agent. For purposes of this provision, the term “Affiliate” shall mean any corporation or other entity controlling, controlled by, or under common control with (directly or indirectly) Tenant, including, without limitation, any parent corporation controlling Tenant or any subsidiary that Tenant controls. The term “control,” as used herein, shall mean the original power to direct or cause the direction of the management and policies of the controlled entity through the ownership of more than fifty percent (50%) of the voting securities in such controlled entity. Notwithstanding anything contained in this Article XIV to the contrary, Tenant named hereunder expressly covenants and agrees not to enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of the Premises which provides for rental or other payment for such use, occupancy or utilization based in whole or in part on the net income or profits derived by any person from the property leased, used, occupied or utilized (i.e., to other than an entity controlled by Lxxxxxx Energy Group, Inc.) shall not require Landlord's consent, provided that (i) contemporaneous notice amount based on a fixed percentage or percentages of such Transfer is given to Landlord, (ii) such transferee assumes in writing all obligations of Tenant under this Lease, (iii) such transferee assumes in writing all obligations of Tenant under the O&M Agreement, the Energy Services Agreements, the Power Purchase Agreement (and any replacement, extension, receipts or modification thereof as contemplated by Article XXII hereofsales), and that any such purported lease, sublease, license, concession or other agreement Tenant previously entered into shall be absolutely void and ineffective as a conveyance of any right or assumed concerning interest in the developmentpossession, constructionuse, and operation occupancy or utilization of any part of the thermal energy plant and the Project, and (iv) such transferee assumes in writing and agrees to be bound by and is legally capable of carrying out all provisions and requirements of the Preconditions To Exercise, the Purchase Option, and the Purchase Agreement, including all terms, conditions, and financial undertakings of the Note and the Subordinated MortgagePremises.
Appears in 1 contract
Restriction. Tenant shall not, either voluntarily or by operation of law, assign, encumber, or otherwise transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or permit the Premises to be occupied by anyone other than Tenant or Tenant's ’s employees (any such assignment, encumbrance, subletting, occupation or transfer is hereinafter referred to as a "“Transfer"”) unless Tenant receives the prior written consent of Landlord, which consent may be withheld except in Landlord's sole and absolute discretion. Tenant acknowledges that Landlord has entered into accordance with this Lease with Tenant based on Tenant's specific qualifications for operating the Powerhouse and developing the Project, and agrees that Landlord's right to give or withhold consent to a Transfer in Landlord's sole discretion is fair and reasonableArticle XIV. For purposes of this Lease, the term "“Transfer" ” shall also include (ai) if Tenant is a partnership or limited liability companypartnership, the withdrawal or change, voluntary, involuntary or by operation of law, of a majority of the partners or memberspartners, or a transfer of a majority of partnership or membership interests, within a twelve month period, or the dissolution of the partnership or companypartnership, and (bii) if Tenant is a closely held corporation (i.e. i.e., whose stock is not publicly held and not traded through an exchange or over the counter), ) or a limited liability company, the dissolution, merger, consolidation, division, liquidation or other reorganization of Tenant, or within a twelve month period: (ia) the sale or other transfer of more than an aggregate of 50% fifty percent (50)% of the voting securities of or membership interests in Tenant (other than to immediate family members by reason of gift or death) or (iib) the sale, mortgage, hypothecation or pledge of more than an aggregate of 50% fifty percent (50)% of Tenant's ’s net worthassets. A Transfer An assignment, subletting or other action in violation of the foregoingforegoing shall be void and, at Landlord's ’s option, shall be void and/or shall constitute a material breach of this Lease. Notwithstanding the foregoing, a Transfer by Tenant to an entity under common control with the original Tenant named hereunder (i.e., to an entity controlled by Lxxxxxx Energy Group, Inc.) shall not require Landlord's consent, provided that (i) contemporaneous notice of such Transfer is given to Landlord, (ii) such transferee assumes in writing all obligations of Tenant under this Lease, (iii) such transferee assumes in writing all obligations of Tenant under the O&M Agreement, the Energy Services Agreements, the Power Purchase Agreement (and any replacement, extension, or modification thereof as contemplated by Article XXII hereof), and any other agreement Tenant previously entered into or assumed concerning the development, construction, and operation of the thermal energy plant and the Project, and (iv) such transferee assumes in writing and agrees to be bound by and is legally capable of carrying out all provisions and requirements of the Preconditions To Exercise, the Purchase Option, and the Purchase Agreement, including all terms, conditions, and financial undertakings of the Note and the Subordinated Mortgage.
Appears in 1 contract
Restriction. Without the prior written consent of Landlord, Tenant shall not, either voluntarily or by operation of law, assign, encumber, or otherwise transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or permit the Premises to be occupied by anyone other than Tenant or Tenant's employees (any such assignment, encumbrance, subletting, occupation or transfer is hereinafter referred to as a "Transfer") unless Tenant receives the prior written consent of Landlord, which consent may be withheld in Landlord's sole and absolute discretion. Tenant acknowledges that Landlord has entered into this Lease with Tenant based on Tenant's specific qualifications for operating the Powerhouse and developing the Project, and agrees that Landlord's right to give or withhold consent to a Transfer in Landlord's sole discretion is fair and reasonable). For purposes of this Lease, the term "Transfer" shall also include (a) if Tenant is a partnership or limited liability companypartnership, the withdrawal or change, voluntary, involuntary or by operation of law, of a majority of the partners or memberspartners, or a transfer of a majority of partnership or membership interests, within a twelve month period, or the dissolution of the partnership or companypartnership, and (b) if Tenant is a closely held corporation (i.e. whose stock is not publicly held and not traded through an exchange or over the counter), or a limited liability company, the dissolution, merger, consolidation, division, liquidation or other reorganization of Tenant, or within a twelve month period: (i) the sale or other transfer of more than an aggregate of 50% of the voting securities of or membership interests in Tenant (other than to immediate family members by reason of gift or death) or (ii) the sale, mortgage, hypothecation or pledge of more than an aggregate of 50% of Tenant's net worthassets. A Transfer An assignment, subletting or other action in violation of the foregoingforegoing shall be void and, at Landlord's option, shall be void and/or shall constitute a material breach of this Lease. Notwithstanding anything contained in this Article XIV to the foregoingcontrary, a Transfer by Tenant shall have the right to assign the Lease or sublease the Premises, or any part thereof, to an "Affiliate" without the prior written consent of Landlord, but upon at least twenty (20) days prior written notice to Landlord, provided that the use of the Premises by said Affiliate is identical to the use in Section 1.10 of the Lease, and provided further that said Affiliate is not in default under any other lease for space in a property that is managed by Xxxxxxx Properties Ltd. or any of its affiliates. For purposes of this provision, the term "Affiliate" shall mean any corporation or other entity controlling, controlled by, or under common control with (directly or indirectly) Tenant, including, without limitation, any parent corporation controlling Tenant or any subsidiary that Tenant controls. The term "control", as used herein, shall mean the original power to direct or cause the direction of the management and policies of the controlled entity through the ownership of more than fifty percent (50%) of the voting securities in such controlled entity. Notwithstanding anything contained in this Article XIV to the contrary, Tenant named hereunder expressly covenants and agrees not to enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of the Premises which provides for rental or other payment for such use, occupancy or utilization based in whole or in part on the net income or proftts derived by any person from the property leased, used, occupied or utilized (i.e., to other than an entity controlled by Lxxxxxx Energy Group, Inc.) shall not require Landlord's consent, provided that (i) contemporaneous notice amount based on a fixed percentage or percentages of such Transfer is given to Landlord, (ii) such transferee assumes in writing all obligations of Tenant under this Lease, (iii) such transferee assumes in writing all obligations of Tenant under the O&M Agreement, the Energy Services Agreements, the Power Purchase Agreement (and any replacement, extension, receipts or modification thereof as contemplated by Article XXII hereofsales), and that any such purported lease, sublease, license, concession or other agreement Tenant previously entered into shall be absolutely void and ineffective as a conveyance of any right or assumed concerning interest in the developmentpossession, constructionuse, and operation occupancy or utilization of any part of the thermal energy plant and the Project, and (iv) such transferee assumes in writing and agrees to be bound by and is legally capable of carrying out all provisions and requirements of the Preconditions To Exercise, the Purchase Option, and the Purchase Agreement, including all terms, conditions, and financial undertakings of the Note and the Subordinated MortgagePremises.
Appears in 1 contract
Samples: Lease (Qep Co Inc)
Restriction. Without the prior written consent of Landlord, Tenant shall not, either voluntarily or by operation of law, assign, encumber, or otherwise transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or permit the Premises to be occupied by anyone other than Tenant or Tenant's employees (any such assignment, encumbrance, subletting, occupation or transfer is hereinafter referred to as a "Transfer") unless Tenant receives the prior written consent of Landlord, which consent may be withheld in Landlord's sole and absolute discretion. Tenant acknowledges that Landlord has entered into this Lease with Tenant based on Tenant's specific qualifications for operating the Powerhouse and developing the Project, and agrees that Landlord's right to give or withhold consent to a Transfer in Landlord's sole discretion is fair and reasonable). For purposes of this Lease, the term "Transfer" shall also include (a) if Tenant is a partnership or limited liability companypartnership, the withdrawal or change, voluntary, involuntary or by operation of or law, of a majority of the partners or memberspartners, or a transfer of a majority of partnership or membership interests, within a twelve month period, or the dissolution of the partnership or companypartnership, and (b) if Tenant is a closely held corporation (i.e. whose stock is not publicly held and not traded through an exchange or over the counter), or a limited liability company, the dissolution, merger, consolidation, division, liquidation or other reorganization of or Tenant, or within a twelve month period: (i) the sale or other transfer of more than an aggregate of 50% of the voting securities of or membership interests in Tenant (other than to immediate family members by reason of gift or death) or (ii) the sale, mortgage, hypothecation or pledge of more than an aggregate of 50% of Tenant's net worthassets. A Transfer An assignment, subletting or other action in violation of or the foregoingforegoing shall be void and, at Landlord's option, shall be void and/or shall constitute a material breach of this Lease. Notwithstanding anything contained in this Article XIV to the foregoingcontrary, a Transfer by Tenant shall have the right to an entity under common control with assign the original Tenant named hereunder (i.e.Lease or sublease the Premises, or any part thereof, to an entity controlled by Lxxxxxx Energy Group"Affiliate" without the prior written consent of Landlord, Inc.but upon at least twenty (20) shall not require days prior written notice to Landlord's consent, provided that (i) contemporaneous notice of such Transfer is given to Landlord, (ii) such transferee assumes in writing all obligations of Tenant under this Lease, (iii) such transferee assumes in writing all obligations of Tenant under the O&M Agreement, the Energy Services Agreements, the Power Purchase Agreement (and any replacement, extension, or modification thereof as contemplated by Article XXII hereof), and any other agreement Tenant previously entered into or assumed concerning the development, construction, and operation use of the thermal energy plant and Premises by said Affiliate is identical to the Project, and (iv) such transferee assumes use in writing and agrees to be bound by and is legally capable of carrying out all provisions and requirements of the Preconditions To Exercise, the Purchase Option, and the Purchase Agreement, including all terms, conditions, and financial undertakings of the Note and the Subordinated Mortgage.Section 1.10
Appears in 1 contract
Restriction. Subject to the provisions of this Article 12, without the prior written consent of Landlord, Tenant shall not, either involuntarily or voluntarily or by operation of lawlaw or otherwise, assign, encumbermortgage, pledge, hypothecate, encumber or permit any lien to attach to, or otherwise transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or permit the Premises to be occupied by anyone other than Tenant or Tenant's ’s employees (each a “Transfer” and any such assignment, encumbrance, subletting, occupation person or transfer entity to whom a Transfer is hereinafter made or sought to be made is referred to herein as a "Transfer") unless Tenant receives the prior written consent of Landlord, which consent may be withheld in Landlord's sole and absolute discretion“Transferee”). Tenant acknowledges that Landlord has entered into this Lease with Tenant based on Tenant's specific qualifications for operating the Powerhouse and developing the Project, and agrees that Landlord's right to give or withhold consent to a Any Transfer in violation of the provisions of this Article 12 shall be null and void and, at Landlord's sole discretion is fair and reasonable’s option, shall constitute a Default. For purposes of this Lease, the term "“Transfer" ” shall also include (ai) if a Tenant is a partnership or limited liability company, the withdrawal or change, voluntary, involuntary or by operation of law, of a majority fifty percent (50%) or more of the partners partners, members or membersmanagers thereof, or a transfer of a majority twenty-five percent (25%) or more of partnership or membership interests, interests therein within a twelve (12) month period, or the dissolution of the partnership or companythe limited liability company without immediate reconstitution thereof, and (bii) if Tenant is a closely held corporation (i.e. whose stock is not publicly held and not traded through an exchange or over the counter), or a limited liability company, counter (A) the dissolution, merger, consolidation, division, liquidation consolidation or other reorganization of Tenant, or within a twelve month period: (i) the sale or other transfer of more than an aggregate of fifty percent (50% %) of the voting securities shares or other interests of or membership interests in Tenant (other than to immediate family members by reason of gift or death), within a twelve (12) month period, or (iiB) the sale, mortgage, hypothecation or pledge of more than an aggregate of fifty percent (50% %) of Tenant's net worththe value of the unencumbered assets of Tenant within a twelve (12) month period. A Transfer Notwithstanding anything contained in this Article 12 to the contrary, Tenant expressly covenants and agrees not to enter into any lease, sublease, license, concession or other action in violation agreement (or other Transfer) for use, occupancy or utilization of the foregoingPremises which provides for rental or other payment for such use, at Landlord's optionoccupancy or utilization based in whole or in part on the net income or profits derived by any person from the property leased, shall be void and/or shall constitute used, occupied or utilized (other than an amount based on a material breach fixed percentage or percentages of this Lease. Notwithstanding the foregoing, a Transfer by Tenant to an entity under common control with the original Tenant named hereunder (i.e., to an entity controlled by Lxxxxxx Energy Group, Inc.) shall not require Landlord's consent, provided that (i) contemporaneous notice of such Transfer is given to Landlord, (ii) such transferee assumes in writing all obligations of Tenant under this Lease, (iii) such transferee assumes in writing all obligations of Tenant under the O&M Agreement, the Energy Services Agreements, the Power Purchase Agreement (and any replacement, extension, receipts or modification thereof as contemplated by Article XXII hereofsales), and that any such purported lease, sublease, license, concession or other agreement Tenant previously entered into (or assumed concerning the development, construction, and operation of the thermal energy plant and the Project, and (ivother Transfer) such transferee assumes in writing and agrees to shall be bound by and is legally capable of carrying out all provisions and requirements of the Preconditions To Exercise, the Purchase Option, and the Purchase Agreement, including all terms, conditions, and financial undertakings of the Note and the Subordinated Mortgage.absolutely void. As used herein
Appears in 1 contract
Samples: Lease Agreement (PagerDuty, Inc.)
Restriction. Without the prior written consent of Landlord, Tenant shall not, either voluntarily or by operation of law, assign, encumber, or otherwise transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or permit the Premises to be occupied by anyone other than Tenant or Tenant's ’s employees (any such assignment, encumbrance, subletting, occupation or transfer is hereinafter referred to as a "“Transfer") unless Tenant receives the prior written consent of Landlord, which consent may be withheld in Landlord's sole and absolute discretion. Tenant acknowledges that Landlord has entered into this Lease with Tenant based on Tenant's specific qualifications for operating the Powerhouse and developing the Project, and agrees that Landlord's right to give or withhold consent to a Transfer in Landlord's sole discretion is fair and reasonable”). For purposes of this Lease, the term "“Transfer" ” shall also include (a) if Tenant is a partnership or limited liability companypartnership, the withdrawal or change, voluntary, involuntary or by operation of law, of a majority of the partners or memberspartners, or a transfer of a majority of partnership or membership interests, within a twelve month period, or the dissolution of the partnership or companypartnership, and (b) if Tenant is a closely held corporation (i.e. whose stock is not publicly held and not traded through an exchange or over the counter), ) or a limited liability company, the dissolution, merger, consolidation, division, liquidation or other reorganization of Tenant, or within a twelve month period: (i) the sale or other transfer of more than an aggregate of 50% of the voting securities of or membership interests in Tenant (other than to immediate family members by reason of gift or death) or (ii) the sale, mortgage, hypothecation or pledge of more than an aggregate of 50% of Tenant's ’s net worthassets. A Transfer An assignment, subletting or other action in violation of the foregoingforegoing shall be void and, at Landlord's ’s option, shall be void and/or shall constitute a material breach of this Lease. Notwithstanding anything contained in this Article XIV to the foregoingcontrary, a Transfer by Tenant shall have the right to assign the Lease or sublease the Premises, or any part thereof, to an “Affiliate” without the prior written consent of Landlord, but upon at least twenty (20) days’ prior written notice to Landlord, provided that said Affiliate is not in default under any other lease for space in a property that is owned or managed by Landlord or any of its affiliates. For purposes of this provision, the term “Affiliate” shall mean any corporation or other entity controlling, controlled by, or under common control with the original (directly or indirectly) Tenant, including, without limitation, any parent corporation controlling Tenant named hereunder (i.e., to an entity controlled by Lxxxxxx Energy Group, Inc.) shall not require Landlord's consent, provided or any subsidiary that (i) contemporaneous notice of such Transfer is given to Landlord, (ii) such transferee assumes in writing all obligations of Tenant under this Lease, (iii) such transferee assumes in writing all obligations of Tenant under the O&M Agreement, the Energy Services Agreements, the Power Purchase Agreement (and any replacement, extension, or modification thereof as contemplated by Article XXII hereof), and any other agreement Tenant previously entered into or assumed concerning the development, construction, and operation of the thermal energy plant and the Project, and (iv) such transferee assumes in writing and agrees to be bound by and is legally capable of carrying out all provisions and requirements of the Preconditions To Exercise, the Purchase Option, and the Purchase Agreement, including all terms, conditions, and financial undertakings of the Note and the Subordinated Mortgage.controls. The term
Appears in 1 contract
Restriction. Without the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned, or delayed, Tenant shall will not, either involuntarily or voluntarily or by operation of lawlaw or otherwise, assign, mortgage, pledge, hypothecate, encumber, or otherwise permit any lien to attach to, or transfer this Lease or any interest hereinin it, or sublet the Premises or any part thereofof them, or permit the Premises to be occupied by anyone other than Tenant or Tenant's ’s employees (each a “Transfer” and any such assignment, encumbrance, subletting, occupation person or transfer is hereinafter referred entity to as a "Transfer") unless Tenant receives the prior written consent of Landlord, which consent may be withheld in Landlord's sole and absolute discretion. Tenant acknowledges that Landlord has entered into this Lease with Tenant based on Tenant's specific qualifications for operating the Powerhouse and developing the Project, and agrees that Landlord's right to give or withhold consent to whom a Transfer is made or sought to be made, a “Transferee”). Any Transfer in Landlord's sole discretion is fair and reasonable. For purposes violation of the provisions of this LeaseArticle will be void and, the term "at Landlord’s option, will constitute an Event of Default. “Transfer" shall also include ” includes (a) if Tenant is a partnership or limited liability company, the withdrawal or change, voluntary, involuntary involuntary, or by operation of lawoflaw, of a majority fifty percent (50%) or more of the partners partners, members or membersmanagers, or a transfer of a majority fifty percent ( 50%) or more of partnership or membership interests, interests within a twelve (12) month period, or the dissolution of the partnership or companythe limited liability company without immediate reconstitution, and or (b) if Tenant is a closely held corporation (i.e. whose stock is not publicly held and not traded through an exchange or over the counter)counter or any other form of entity, or a limited liability company, (i) the dissolution, merger, consolidation, division, liquidation or other reorganization of Tenant, or within a twelve month period: (i) the sale or other transfer of more than an aggregate of fifty percent (50% %) of the voting securities shares. or other interests of or membership interests in Tenant (( other than to immediate family members by reason of gift or death), within a twelve (12) month period, or (ii) the sale, mortgage, hypothecation or pledge of more than an aggregate of fifty percent (50% of Tenant's net worth. A Transfer or other action in violation %) of the foregoing, at Landlord's option, shall be void and/or shall constitute value of the unencumbered assets of Tenant within a material breach of this Leasetwelve (12) month period. Notwithstanding the foregoingHowever, a Transfer by Tenant to an entity under common control with the original that assumes this Lease and (A) that owns or controls all or substantially all of Tenant’s outstanding shares, or (B) all or substantially all of whose outstanding shares are owned by Tenant named hereunder (i.e., to or by an entity controlled by Lxxxxxx Energy Groupthat owns or controls all or substantially all of Tenant’s outstanding shares, Inc.(C) shall any entity into which or with which Tenant is merged or consolidated or which is merged or consolidated into or with Tenant, or (D) that acquires all or substantially all of Tenant’s assets, will not require Landlord's consentbe subject to Sections 15.1, provided that (i) contemporaneous 15.2, 15.3, 15.4, 15.5, or 15.6; however, Tenant will promptly give Landlord notice of such the Transfer is given to Landlord, (ii) such transferee assumes in writing all obligations of Tenant under this Lease, (iii) such transferee assumes in writing all obligations of Tenant under the O&M Agreement, the Energy Services Agreements, the Power Purchase Agreement (and any replacement, extension, or modification thereof as contemplated by Article XXII hereof), and any other agreement Tenant previously entered into or assumed concerning the development, construction, and operation a fully executed copy of the thermal energy plant and the Project, and (iv) such transferee assumes in writing and agrees to be bound by and is legally capable of carrying out all provisions and requirements of the Preconditions To Exercise, the Purchase Option, and the Purchase Agreement, including all terms, conditions, and financial undertakings of the Note and the Subordinated Mortgageassumption agreement.
Appears in 1 contract
Samples: Office Lease (IonQ, Inc.)
Restriction. (A) Tenant shall not, either voluntarily or by operation of law, assign, encumber, or otherwise transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or permit the Premises to be occupied by anyone other than Tenant or Tenant's ’s employees (any such assignment, encumbrance, subletting, occupation or transfer is hereinafter shall be referred to as a "“Transfer") unless Tenant receives the prior written consent of Landlord, which consent may be withheld in Landlord's sole and absolute discretion. Tenant acknowledges that Landlord has entered into this Lease with Tenant based on Tenant's specific qualifications for operating the Powerhouse and developing the Project, and agrees that Landlord's right to give or withhold consent to a Transfer in Landlord's sole discretion is fair and reasonable”). For purposes of this Lease, the term "“Transfer" ” shall also include (a) if Tenant is a partnership or limited liability companyinclude, the withdrawal or change, voluntary, involuntary or by operation of law, of a majority of the partners or members, or a transfer of a majority of partnership or membership interests, within a twelve month period, or the dissolution of the partnership or company, and (b) if Tenant is a closely held corporation (i.e. whose stock is not publicly held and not traded through an exchange or over the counter), or a limited liability company, the dissolution, merger, consolidation, division, liquidation or other reorganization of Tenant, or within a twelve month period: (i) the sale or other transfer of more than an aggregate of 50% of the voting securities of or membership interests in Tenant (other than to immediate family members by reason of gift or death) or (ii) the sale, mortgage, hypothecation or pledge of more than an aggregate of 50% of Tenant's ’s net worth. A Transfer or other action in violation of the foregoing, at Landlord's ’s option, shall be void and/or shall constitute a material breach of this Lease, which, without any notice and/or opportunity to cure the same, shall entitle Landlord to exercise any and all rights and/or remedies available to Landlord, upon the occurrence of an Event of Default (as hereinafter defined), pursuant to this Lease, at law and/or in equity, including, without limitation, the right to terminate this Lease, effective as of the date of any such Transfer. A Transfer or other action in violation of the foregoing, at Landlord’s option, shall be void and/or shall constitute a material breach of this Lease. Notwithstanding anything contained herein to the foregoingcontrary, a Transfer by Tenant shall have the right to assign this Lease to an entity under common control with the original Affiliate of Tenant named hereunder or a Permitted Transferee, upon at least twenty (i.e., to an entity controlled by Lxxxxxx Energy Group, Inc.20) shall not require Landlord's consent, provided that (i) contemporaneous days’ prior written notice of such Transfer is given to Landlord, (ii) whereupon, if such transferee assumes in writing all assignment shall be to a Permitted Transferee, Tenant, and its officers, employees and shareholders, shall be relieved of any further liabilities or obligations of Tenant whatsoever under this Lease, (iii) with respect to the period from and after the date of such transferee assumes assignment, and Landlord agrees to hold such Permitted Transferee solely responsible for any and all liabilities and obligations under this Lease with respect to the period from and after the date of such assignment, so long as Landlord first shall have received a written assumption of such obligations from such Permitted Transferee, as the case may be; provided, however, that, all sums or other economic consideration, if any, received by Tenant in writing all obligations connection with any such assignment, whether denominated as rental or otherwise, which exceed in the aggregate, the total sum that Tenant is obligated to pay Landlord under this Lease shall be paid to Landlord promptly after receipt, without affecting or reducing any other obligation of Tenant under the O&M Agreement, the Energy Services Agreements, the Power Purchase Agreement (and any replacement, extension, or modification thereof as contemplated by Article XXII hereof), and any other agreement Tenant previously entered into or assumed concerning the development, construction, and operation of the thermal energy plant and the Project, and (iv) such transferee assumes in writing and agrees to be bound by and is legally capable of carrying out all provisions and requirements of the Preconditions To Exercise, the Purchase Option, and the Purchase Agreement, including all terms, conditions, and financial undertakings of the Note and the Subordinated Mortgagehereunder.
Appears in 1 contract
Samples: Lease (Dayton Superior Corp)
Restriction. Without the prior written consent of Landlord, Tenant shall not, either voluntarily or by operation of law, assign, encumber, or otherwise transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or permit the Premises to be occupied by anyone other than Tenant or Tenant's ’s employees (any such assignment, encumbrance, subletting, occupation or transfer is hereinafter referred to as a "“Transfer") unless Tenant receives the prior written consent of Landlord, which consent may be withheld in Landlord's sole and absolute discretion. Tenant acknowledges that Landlord has entered into this Lease with Tenant based on Tenant's specific qualifications for operating the Powerhouse and developing the Project, and agrees that Landlord's right to give or withhold consent to a Transfer in Landlord's sole discretion is fair and reasonable”). For purposes of this Lease, Lease the term "Transfer" Transfer shall also include (a) if Tenant is a partnership or limited liability company, the withdrawal or change, voluntary, involuntary or by operation of law, of a majority of the partners or memberspartner, or a transfer of a majority of partnership or membership interests, within a twelve month period, or the dissolution of the partnership or companypartnership, and (b) if Tenant is a closely held corporation (i.e. whose stock is not publicly held and not traded through an exchange or over the counter), ) or a limited partnership or a limited liability company, the dissolution, merger, consolidation, division, liquidation or other reorganization of Tenant, or within a twelve month period: (i) the sale or other transfer of more than an aggregate of 50% twenty percent (20%) of the voting securities of or membership interests in Tenant (other than to immediate family members by reason of gift or death) or (ii) the sale, mortgage, hypothecation or pledge of more than an aggregate of fifty percent (50% %) of Tenant's ’s net worthassets; provided that the transfer of outstanding capital stock or other listed equity interests through the any recognized national or international securities exchange shall not be included in determining whether control of Tenant has been transferred. A Transfer or other action in violation of the foregoingforegoing shall be void and, at Landlord's ’s option, shall be void and/or shall constitute a material breach of this Lease. Notwithstanding anything contained in this Article XIV to the foregoingcontrary, Tenant expressly covenants and agrees not to enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of the Premises which provides for rental or other payment for such use, occupancy or utilization based in whole or in part on the net income or profits derived by any person from the property leased, used, occupied or utilized (other than an amount based on a Transfer by Tenant to an entity under common control with the original Tenant named hereunder (i.e., to an entity controlled by Lxxxxxx Energy Group, Inc.) shall not require Landlord's consent, provided that (i) contemporaneous notice fixed percentage or percentages of such Transfer is given to Landlord, (ii) such transferee assumes in writing all obligations of Tenant under this Lease, (iii) such transferee assumes in writing all obligations of Tenant under the O&M Agreement, the Energy Services Agreements, the Power Purchase Agreement (and any replacement, extension, receipts or modification thereof as contemplated by Article XXII hereofsales), and that any such purported lease, sublease, license, concession or other agreement Tenant previously entered into shall be absolutely void and ineffective as a conveyance of any right or assumed concerning interest in the developmentpossession, constructionuse, and operation occupancy or utilization of any part of the thermal energy plant and the Project, and (iv) such transferee assumes in writing and agrees to be bound by and is legally capable of carrying out all provisions and requirements of the Preconditions To Exercise, the Purchase Option, and the Purchase Agreement, including all terms, conditions, and financial undertakings of the Note and the Subordinated MortgagePremises.
Appears in 1 contract
Restriction. Without the prior written consent of Landlord, Tenant ------------ shall not, either voluntarily or by operation of law, assign, encumber, or otherwise transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or permit the Premises to be occupied by anyone other than Tenant or Tenant's employees (any such assignment, encumbrance, subletting, occupation or transfer is hereinafter referred to as a "Transfer") unless Tenant receives the prior written consent of Landlord, which consent may be withheld in Landlord's sole and absolute discretion. Tenant acknowledges that Landlord has entered into this Lease with Tenant based on Tenant's specific qualifications for operating the Powerhouse and developing the Project, and agrees that Landlord's right to give or withhold consent to a Transfer in Landlord's sole discretion is fair and reasonable). For purposes of this Lease, the term "Transfer" shall also include (a) if Tenant is a partnership or limited liability companypartnership, the withdrawal or change, voluntary, involuntary or by operation of law, of a majority of the partners or memberspartners, or a transfer of a majority of partnership or membership interests, within a twelve month period, or the dissolution of the partnership or companypartnership, and (b) if Tenant is a closely held corporation (i.e. whose stock is not publicly held and not traded through an exchange or over the counter), ) or a limited liability company, the dissolution, merger, consolidation, division, liquidation or other reorganization of Tenant, or within a twelve month period: (i) the sale or other transfer of more than an aggregate of 50% of the voting securities of or membership interests in Tenant (other than to immediate family members by reason of gift or death) or (ii) the sale, mortgage, hypothecation or pledge of more than an aggregate of 50% of Tenant's net worthassets, and (c) any change by Tenant in the form of its legal organization under applicable state law (such as, for example, a change from a general partnership to a limited partnership or from a corporation to a limited liability company). A Transfer An assignment, subletting or other action in violation of the foregoingforegoing shall be void and, at Landlord's option, shall be void and/or shall constitute a material breach of this Lease. Notwithstanding anything contained in this Article XIV to the foregoingcontrary, a Transfer by Tenant shall have the right to assign the Lease or sublease the Premises, or any part thereof, to an "Affiliate" without the prior written consent of Landlord, but upon at least twenty (20) days' prior written notice to Landlord, provided that said Affiliate is not in default under any other lease for space in a property that is managed by Xxxxxxx-Xxxxxx Properties Ltd. or any of its affiliates. For purposes of this provision, the term "Affiliate" shall mean any corporation or other entity controlling, controlled by, or under common control with (directly or indirectly) Tenant, including, without limitation, any parent corporation controlling Tenant or any subsidiary that Tenant controls. The term "control," as used herein, shall mean the original power to direct or cause the direction of the management and policies of the controlled entity through the ownership of more than fifty percent (50%) of the voting securities in such controlled entity. Notwithstanding anything contained in this Article XIV to the contrary, Tenant named hereunder expressly covenants and agrees not to enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of the Premises which provides for rental or other payment for such use, occupancy or utilization based in whole or in part on the net income or profits derived by any person from the property leased, used, occupied or utilized (i.e., to other than an entity controlled by Lxxxxxx Energy Group, Inc.) shall not require Landlord's consent, provided that (i) contemporaneous notice amount based on a fixed percentage or percentages of such Transfer is given to Landlord, (ii) such transferee assumes in writing all obligations of Tenant under this Lease, (iii) such transferee assumes in writing all obligations of Tenant under the O&M Agreement, the Energy Services Agreements, the Power Purchase Agreement (and any replacement, extension, receipts or modification thereof as contemplated by Article XXII hereofsales), and that any such purported lease, sublease, license, concession or other agreement Tenant previously entered into shall be absolutely void and ineffective as a conveyance of any right or assumed concerning interest in the developmentpossession, constructionuse, and operation occupancy or utilization of any part of the thermal energy plant and the Project, and (iv) such transferee assumes in writing and agrees to be bound by and is legally capable of carrying out all provisions and requirements of the Preconditions To Exercise, the Purchase Option, and the Purchase Agreement, including all terms, conditions, and financial undertakings of the Note and the Subordinated MortgagePremises.
Appears in 1 contract
Samples: Office Lease (Igate Capital Corp)
