Transfers Generally. Tenant shall not assign, transfer, mortgage, pledge, hypothecate, encumber or otherwise transfer this Lease or any interest therein, nor sublease the whole or any part of the Leased Premises, nor shall this Lease or any interest hereunder be assignable or transferable by any process or proceeding of any court, or otherwise (each of the foregoing being a "Transfer"), without in each case first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned. Any such Transfer or transaction undertaken without Landlord's prior written consent shall be null and void. In determining whether to grant consent to a proposed Transfer, Landlord may reasonably consider any relevant factor, including but not limited to the experience and business reputation of the proposed assignee, sublessee, or transferee in operating its business; whether the use of the Leased Premises following the Transfer is similar to that of Tenant, or otherwise reasonably satisfactory to Landlord and appropriate for a first-class high rise office building in the Bellevue Central Business District; whether the other party to the proposed Transfer is a person with whom Landlord is presently negotiating for a lease of space in the Building or in any other building owned by an Affiliate of Landlord; whether the other party to the proposed Transfer is a governmental agency or any party by whom any suit or action could be defended on the ground of sovereign immunity; notwithstanding that Tenant and/or others remain liable under the Lease, whether the proposed assignee, sublessee, or transferee has a net worth, and financial strength and credit record, satisfactory to Landlord (provided that if the financial condition of the proposed assignee, sublessee, or transferee is at least equal to the net worth of Tenant or Guarantor (whichever is greater) at the time of this Lease it shall be satisfactory to Landlord); whether use of the Leased Premises by the proposed assignee, sublessee, or transferee will not violate or create any potential violation of any laws; whether the type and quality of the business to be operated or likely to be operated by the proposed assignee, sublessee, or transferee is consistent with the image of a first-class office building and whether it would be considered inappropriate for such an office building (provided that Tenant's use is deemed to be an appropriate use and business); and whether Landlord's consent might result in a breach of any other lease or agreement to which Landlord is a party. No Transfer shall relieve Tenant or Guarantor of any liability under this Lease or Guarantee of Lease. A Transfer includes, without limitation (and the following shall be deemed to be deemed a "Transfer"): (i) a consolidation or merger of Tenant; (ii) a change in the ownership or voting rights of more than twenty-five percent (25%) of the issued and outstanding stock of any corporate tenant; (iii) any sublease, assignment or transfer which would otherwise occur by operation of law, merger, consolidation, reorganization, transfer or other significant change in corporate or proprietary structure; (iv) the sale, assignment or transfer of all or substantially all of the assets of Tenant, with or without the specific assignment of this Lease; and (v) a change in control in any partnership tenant; provided, however, the foregoing shall not be considered Transfers requiring Landlord's consent so long as Tenant or Guarantor is an entity whose outstanding stock is listed on a recognized security exchange, or if at least 80% of the voting stock of Tenant or Guarantor is owned by another entity, the voting stock of which is so listed. The acceptance by Landlord of any amounts following any transaction prohibited hereunder shall not be deemed to be a consent by Landlord nor shall the same be deemed to be a waiver of any right or remedy of Landlord hereunder. Consent to any such Transfer shall not operate as a waiver of the necessity for consent to any subsequent Transfer. If Landlord's consent is requested for a Transfer, Landlord shall have the right to terminate this Lease with respect to that portion of the Leased Premises for which such consent is requested, at the proposed effective date of such assignment, sublease or transfer, and enter into the relationship of Landlord and Tenant with the proposed assignee, subtenant, or transferee based on the rent (and/or other compensation) and term agreed to by such assignee, subtenant or transferee and otherwise upon the terms and conditions of this Lease. In connection with any proposed Transfer, Tenant shall promptly provide Landlord with fully executed copies of all documents and instruments related to the proposed Transfer. Notwithstanding the foregoing, Landlord's prior consent to a Transfer to an Affiliate of Xxxxx Xxxxx, Inc. shall not be required provided: (i) the Transfer shall only be effective as long as the Affiliate receiving the Transfer is and at all times during the Lease Term remains an Affiliate of Xxxxx Xxxxx, Inc.; (ii) neither Tenant nor Guarantor is released or relieved of any liability or obligations under this Lease or the Guarantee of Lease, or both, and each expressly reaffirms the foregoing to Landlord in writing; (iii) Tenant is not in default under or in breach of this Lease; and (iv) Tenant notified Landlord in writing of the Transfer to an Affiliate at least ten (10) days prior to the Transfer.
Appears in 2 contracts
Samples: Eddie Bauer Holdings, Inc., Eddie Bauer Holdings, Inc.
Transfers Generally. Tenant shall not Landlord may sell, assign, transfertransfer or convey, mortgagewithout Tenant’s consent, pledgethe Leased Property, hypothecatein whole (subject to exclusions for assets that may not be transferred and that, encumber or otherwise transfer in the aggregate, are de minimis) but not in part (unless in part due to a transaction in which multiple Affiliates of a single Person (collectively, “Affiliated Persons”) will own the Leased Property as tenants in common, but only if this Lease or any interest thereinremains as a single, nor sublease the whole or any part of the Leased Premises, nor shall indivisible Lease and all such Landlord Affiliated Persons execute a joinder to this Lease or any interest hereunder be assignable or transferable by any process or proceeding as “Landlord”, on a joint and several basis, the form and substance of any court, or otherwise (each of the foregoing being a "Transfer"), without in each case first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned. Any such Transfer or transaction undertaken without Landlord's prior written consent joinder shall be null and void. In determining whether to grant consent to a proposed Transfer, Landlord may reasonably consider any relevant factor, including but not limited to the experience and business reputation of the proposed assignee, sublessee, or transferee in operating its business; whether the use of the Leased Premises following the Transfer is similar to that of Tenant, or otherwise reasonably satisfactory to Landlord Tenant and appropriate for Landlord) to a first-class high rise office building single transferee (such transferee, such tenants in the Bellevue Central Business District; whether the other party to the proposed Transfer is a person with whom Landlord is presently negotiating for a lease of space in the Building common or in any other building owned by permitted transferee of this Lease, in each case, an “Acquirer”) and, in connection with such transaction, if the Acquirer is not an Affiliate of Landlord; whether , (a) Landlord shall amend the other party minimum capital expenditure requirements hereunder (such amendment to be limited solely to the proposed Transfer is a governmental agency amount of such minimum capital expenditure requirements) such that, in the aggregate such minimum capital expenditure requirements hereunder (taken together with the Minimum Cap Ex Requirements under and as defined in the Other Leases, after taking into consideration applicable reductions of the Minimum Cap Ex Requirements under and as defined in the Other Leases in the amount of the Minimum Cap Ex Reduction Amount), shall be no greater than the Minimum Cap Ex Requirements under this Lease and the Other Leases prior to such sale, assignment, transfer or any party by whom any suit or action could conveyance; and (b) such minimum capital expenditure requirements shall be defended calculated on the ground of sovereign immunity; notwithstanding that Tenant and/or others remain liable an individual, standalone basis under this Lease and under the Other Leases; except, however, the foregoing clauses (a) and (b) shall not apply to any transaction described in clause (iii) below. All Acquirers shall execute a joinder to the Intercreditor Agreement in form and substance reasonably acceptable to all parties thereto. If Landlord (including any permitted successor Landlord) shall convey the Leased Property in accordance with the terms of this Lease, whether the proposed assignee, sublessee, or transferee has other than as security for a net worthdebt, and financial strength and credit record, satisfactory to the applicable Acquirer expressly assumes all obligations of Landlord (provided that if arising after the financial condition date of the proposed assigneeconveyance, sublesseeLandlord shall thereupon be released from all future liabilities and obligations of Landlord under this Lease arising or accruing from and after the date of such conveyance or other transfer and all such future liabilities and obligations shall thereupon be binding upon such applicable Acquirer. Without limitation of the preceding provisions of this Section 18.1, any or transferee is at least equal all of the following shall be freely permitted to occur: (i) any transfer of the net worth of Tenant or Guarantor Leased Property, in whole but not in part (whichever is greater) at subject to exclusions for assets that may not be transferred and that, in the time aggregate, are de minimis), to a Fee Mortgagee in accordance with the terms of this Lease it shall be satisfactory to (including any transfer of the direct or indirect equity interests in Landlord), which transfer may include, without limitation, a transfer by foreclosure brought by the Fee Mortgagee or a transfer by a deed in lieu of foreclosure, assignment in lieu of foreclosure or other transaction in lieu of foreclosure; whether use (ii) a merger transaction or other similar disposition affecting Landlord REIT or a sale by Landlord REIT directly or indirectly involving the Leased Property (so long as (x) upon consummation of such transaction, all of the Leased Premises Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person (or multiple Affiliated Persons as tenants in common) and (y) such surviving Person(s) execute(s) an assumption of this Lease, the proposed assignee, sublessee, or transferee will not violate or create any potential violation of any laws; whether the type MLSA and quality of the business to be operated or likely to be operated by the proposed assignee, sublessee, or transferee is consistent with the image of a first-class office building and whether it would be considered inappropriate for such an office building (provided that Tenant's use is deemed to be an appropriate use and business); and whether Landlord's consent might result in a breach of any other lease or agreement all Lease/MLSA Related Agreements to which Landlord is a party. No Transfer shall relieve Tenant or Guarantor , assuming all obligations of any liability under this Lease or Guarantee Landlord hereunder and thereunder) (in the case of Lease. A Transfer includesmultiple Affiliated Persons, without limitation (on a joint and several basis), the following form and substance of which assumption shall be deemed reasonably satisfactory to be deemed a "Transfer"): (i) a consolidation or merger of Tenant; (ii) a change in the ownership or voting rights of more than twenty-five percent (25%) of the issued Tenant and outstanding stock of any corporate tenantLandlord); (iii) any subleasea sale/leaseback transaction by Landlord with respect to the entire Leased Property (subject to exclusions for assets that may not be transferred and that, assignment or transfer which would otherwise occur by operation of lawin the aggregate, merger, consolidation, reorganization, transfer or other significant change in corporate or proprietary structure; are de minimis) (ivprovided (x) the saleoverlandlord under the resulting xxxxxxxxx agrees that, assignment in the event of a termination of such xxxxxxxxx, this Lease shall continue in effect as a direct lease between such overlandlord and Tenant and (y) the xxxxxxxxx shall not impose any new, additional or transfer more onerous obligations on Tenant without Tenant’s prior written consent in Tenant’s sole discretion (and without limiting the generality of all the foregoing, the xxxxxxxxx shall not impose any additional monetary obligations (whether for payment of rents under such xxxxxxxxx or substantially otherwise) on Tenant), subject to and in accordance with all of the assets of Tenantprovisions, with or without the specific assignment of this Lease; and (v) a change in control in any partnership tenant; provided, however, the foregoing shall not be considered Transfers requiring Landlord's consent so long as Tenant or Guarantor is an entity whose outstanding stock is listed on a recognized security exchange, or if at least 80% of the voting stock of Tenant or Guarantor is owned by another entity, the voting stock of which is so listed. The acceptance by Landlord of any amounts following any transaction prohibited hereunder shall not be deemed to be a consent by Landlord nor shall the same be deemed to be a waiver of any right or remedy of Landlord hereunder. Consent to any such Transfer shall not operate as a waiver of the necessity for consent to any subsequent Transfer. If Landlord's consent is requested for a Transfer, Landlord shall have the right to terminate this Lease with respect to that portion of the Leased Premises for which such consent is requested, at the proposed effective date of such assignment, sublease or transfer, and enter into the relationship of Landlord and Tenant with the proposed assignee, subtenant, or transferee based on the rent (and/or other compensation) and term agreed to by such assignee, subtenant or transferee and otherwise upon the terms and conditions of this Lease. In connection ; (iv) any sale of any indirect interest in the Leased Property that does not change the identity of Landlord hereunder, including without limitation a participating interest in Landlord’s interest under this Lease or a sale of Landlord’s reversionary interest in the Leased Property so long as Landlord remains the only party with any proposed Transferauthority to bind Landlord under this Lease, Tenant shall promptly provide Landlord with fully executed copies of all documents and instruments related to the proposed Transfer. Notwithstanding the foregoing, Landlord's prior consent to or (v) a Transfer sale or transfer to an Affiliate of Xxxxx XxxxxLandlord or a joint venture entity in which any Affiliate of Landlord is the managing member or partner, Inc. shall so long as (x) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be required provided: transferred and that, in the aggregate, are de minimis) is owned by a single Person or multiple Affiliated Persons as tenants in common and (iy) the Transfer shall only be effective as long as the Affiliate receiving the Transfer is and at all times during the Lease Term remains such Person(s) execute(s) an Affiliate of Xxxxx Xxxxx, Inc.; (ii) neither Tenant nor Guarantor is released or relieved of any liability or obligations under this Lease or the Guarantee of Lease, or both, and each expressly reaffirms the foregoing to Landlord in writing; (iii) Tenant is not in default under or in breach assumption of this Lease; , the MLSA and all Lease/MLSA Related Agreements to which Landlord is a party, assuming all obligations of Landlord hereunder and thereunder (ivin the case of multiple Affiliated Persons, on a joint and several basis), the form and substance of which assumption shall be reasonably satisfactory to Tenant and Landlord. Notwithstanding anything to the contrary herein, Landlord shall not sell, assign, transfer or convey the Leased Property, or assign this Lease, to (I) a Tenant notified Prohibited Person (as defined in the MLSA), (II) a Manager Prohibited Person (as defined in the MLSA), or (III) any Person that is associated with a Person who has been found “unsuitable”, denied a Gaming License or otherwise precluded from participation in the Gaming Industry by any Gaming Authority where such association may adversely affect, any of Tenant’s or its Affiliates’ Gaming Licenses or Tenant’s or its Affiliates’ then-current standing with any Gaming Authority. Any transfer by Landlord under this Article XVIII shall be subject to all applicable Legal Requirements, including any Gaming Regulations, and no such transfer shall be effective until any applicable approvals with respect to Gaming Regulations, if applicable, are obtained. Tenant shall attorn to and recognize any successor Landlord in writing of the Transfer to an Affiliate at least ten (10connection with any transfer(s) days prior to the Transferpermitted under this Article XVIII as Tenant’s “landlord”.
Appears in 2 contracts
Samples: Lease (CAESARS ENTERTAINMENT Corp), Lease (Vici Properties Inc.)
Transfers Generally. (a) Except as otherwise expressly provided in this Lease, Tenant shall not not, directly or indirectly, assign, transfer, mortgage, pledge, hypothecate, encumber or otherwise transfer this Lease Lease, or all or any portion of Tenant's legal or beneficial interest thereinin this Lease, nor sublease or enter into a Sublease with respect to the whole or any part of the Leased PremisesPremises (excluding Allowed Subleases) (collectively, nor shall this Lease or any interest hereunder be assignable or transferable by any process or proceeding of any court, or otherwise (each of the foregoing being a "Transfer"), prior to the date of Final Completion of Tenant's Improvements without the City’s prior written approval, which may be withheld or granted in the City’s sole discretion. From and after such date, except as otherwise expressly provided in this Lease, no Transfer shall be permitted without Landlord's prior written approval in each case first obtaining the prior written consent of Landlordinstance, which consent approval shall not be unreasonably withheld, delayed conditioned or conditioned. Any such Transfer or transaction undertaken without Landlord's prior written consent shall be null and voiddelayed. In determining whether furtherance but not in limitation of the foregoing, the City may withhold its consent to grant any Transfer for which the City’s approval is required hereunder (and, where in this Section 13.1 the City has agreed not to unreasonably withhold its consent to a proposed Transfer, Landlord may reasonably consider any relevant factor, including but not limited to the experience and business reputation of the proposed assignee, sublessee, or transferee in operating its business; whether the use of the Leased Premises following the Transfer is similar to that of Tenant, or otherwise reasonably satisfactory to Landlord and appropriate for a first-class high rise office building in the Bellevue Central Business District; whether the other party to the proposed Transfer is a person with whom Landlord is presently negotiating for a lease of space in the Building or in any other building owned by an Affiliate of Landlord; whether the other party to the proposed Transfer is a governmental agency or any party by whom any suit or action could be defended on the ground of sovereign immunity; notwithstanding that Tenant and/or others remain liable under the Lease, whether the proposed assignee, sublessee, or transferee has a net worth, and financial strength and credit record, satisfactory to Landlord (provided that if the financial condition of the proposed assignee, sublessee, or transferee is at least equal to the net worth of Tenant or Guarantor (whichever is greater) at the time of this Lease it shall be satisfactory to Landlord); whether use of the Leased Premises by the proposed assignee, sublessee, or transferee will not violate or create any potential violation of any laws; whether the type and quality of the business to be operated or likely to be operated by the proposed assignee, sublessee, or transferee is consistent with the image of a first-class office building and whether it would be considered inappropriate for such an office building (provided that Tenant's use is deemed to be an appropriate use and business); and whether Landlord's consent might result in a breach of any other lease or agreement to which Landlord is a party. No Transfer shall relieve Tenant or Guarantor of any liability under this Lease or Guarantee of Lease. A Transfer includes, without limitation (and the following shall be deemed to be deemed a "Transfer"): (i) a consolidation or merger of Tenant; (ii) a change in the ownership or voting rights of more than twenty-five percent (25%) of the issued and outstanding stock of any corporate tenant; (iii) any sublease, assignment or transfer which would otherwise occur by operation of law, merger, consolidation, reorganization, transfer or other significant change in corporate or proprietary structure; (iv) the sale, assignment or transfer of all or substantially all of the assets of Tenant, with or without the specific assignment of this Lease; and (v) a change in control in any partnership tenant; provided, however, the foregoing shall not be considered Transfers requiring Landlord's consent so long as Tenant or Guarantor is an entity whose outstanding stock is listed on a recognized security exchange, or if at least 80% of the voting stock of Tenant or Guarantor is owned by another entity, the voting stock of which is so listed. The acceptance by Landlord of any amounts following any transaction prohibited hereunder shall not be deemed unreasonable for doing so) because of the City's special concerns as a public entity regarding any proposed Transferee's character or reputation in the community, whether or not such concerns would be important to a commercial enterprise, or if there exists an uncured Event of Default under this Lease after the expiration of applicable grace, notice and cure periods. At the City's option, any attempted Transfer without said prior written approval or otherwise in violation of any provision of this Article 13 shall be a consent by Landlord nor void, ab initio, shall be of no force and effect, and shall confer no rights on or in favor of third parties, provided that the same City may, at its option, collect rent from any such Transferee and apply the net amount collected to the Rent due from Tenant hereunder, but no such collection shall be deemed to be a waiver of any right such violation, or remedy the acceptance of Landlord hereunder. Consent to any such Transfer shall not operate Transferee as a waiver of the necessity for consent to any subsequent Transfer. If Landlord's consent is requested for a Transfer, Landlord shall have the right to terminate this Lease with respect to that portion of the Leased Premises for which such consent is requested, at the proposed effective date of such assignment, sublease or transfer, and enter into the relationship of Landlord and Tenant with the proposed assignee, subtenanttenant, or transferee based a release of Tenant from the further performance by Tenant of covenants on the rent (and/or other compensation) and term agreed to by such assignee, subtenant or transferee and otherwise upon the terms and conditions part of Tenant set forth in this Lease. In connection with any proposed Transfer, Tenant shall promptly provide Landlord with fully executed copies [Parties to discuss structuring to allow assignments of all documents and instruments related to the proposed Transfer. Notwithstanding the foregoing, Landlord's prior consent to a Transfer to an Affiliate of Xxxxx Xxxxx, Inc. shall not be required provided: (i) the Transfer shall only be effective as long as the Affiliate receiving the Transfer is and at all times during the Lease Term remains an Affiliate of Xxxxx Xxxxx, Inc.; (ii) neither Tenant nor Guarantor is released or relieved of any liability or obligations under this Lease or the Guarantee of Lease, or both, and each expressly reaffirms the foregoing to Landlord in writing; (iii) Tenant is not in default under or in breach of this Lease; and (iv) Tenant notified Landlord in writing separate portions of the Transfer Project to an Affiliate at least ten (10) days prior to the Transferdistinct ownership entities following Final Completion.]
Appears in 1 contract
Samples: Ground Lease
Transfers Generally. Tenant shall not Landlord may sell, assign, transfertransfer or convey, mortgagewithout Tenant’s consent, pledgethe Leased Property, hypothecatein whole (subject to exclusions for assets that may not be transferred and that, encumber or otherwise transfer in the aggregate, are de minimis) but not in part (unless in part due to a transaction in which multiple Affiliates of a single Person (collectively, “Affiliated Persons”) will own the Leased Property as tenants in common, but only if this Lease remains as a single, indivisible Lease and all such Affiliated Persons execute a joinder to this Lease as “Landlord”, on a joint and several basis, the form and substance of which joinder shall be reasonably satisfactory to Tenant and Landlord) to a single transferee (such transferee, such tenants in common or any interest thereinother permitted transferee of this Lease, nor sublease in each case, (an “Acquirer”) and, in connection with such transaction, this Lease shall be assigned to the whole applicable Acquirer such that the Acquirer shall become successor Landlord as if an original party to this Lease. If Landlord (including any permitted successor Landlord) shall convey the entire Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) in accordance with the terms of this Lease, other than as security for a debt, and the applicable Acquirer expressly assumes all obligations of Landlord arising after the date of the conveyance, Landlord shall thereupon be released from all future liabilities and obligations of Landlord under this Lease arising or accruing from and after the 115 date of such conveyance or other transfer and all such future liabilities and obligations shall thereupon be binding upon such applicable Acquirer. Without limitation of the preceding provisions of this Section 18.1, any part or all of the following shall be freely permitted to occur: (i) any transfer of the Leased PremisesProperty, nor shall in whole but not in part (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis), to a Fee Mortgagee (in each case, subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) in accordance with the terms of this Lease or (including any interest hereunder be assignable or transferable by any process or proceeding of any court, or otherwise (each transfer of the foregoing being a "Transfer"direct or indirect equity interests in Landlord), which transfer may include, without limitation, a transfer by foreclosure brought by the Fee Mortgagee or a transfer by a deed in each case first obtaining lieu of foreclosure, assignment in lieu of foreclosure or other transaction in lieu of foreclosure; (ii) a merger transaction or other similar disposition affecting Landlord REIT or a sale by Landlord REIT directly or indirectly involving the prior written consent Leased Property (so long as (x) upon consummation of Landlordsuch transaction, which consent shall not be unreasonably withheld, delayed or conditioned. Any such Transfer or transaction undertaken without Landlord's prior written consent shall be null and void. In determining whether to grant consent to a proposed Transfer, Landlord may reasonably consider any relevant factor, including but not limited to the experience and business reputation of the proposed assignee, sublessee, or transferee in operating its business; whether the use all of the Leased Premises following the Transfer is similar Property (subject to exclusions for assets that of Tenantmay not be transferred and that, or otherwise reasonably satisfactory to Landlord and appropriate for a first-class high rise office building in the Bellevue Central Business District; whether the other party to the proposed Transfer aggregate, are de minimis) is a person with whom Landlord is presently negotiating for a lease of space in the Building or in any other building owned by a single Person (or multiple Affiliated Persons as tenants in common) and (y) such surviving Person(s) execute(s) an Affiliate assumption of Landlord; whether the other party to the proposed Transfer is a governmental agency or any party by whom any suit or action could be defended on the ground of sovereign immunity; notwithstanding that Tenant and/or others remain liable under the this Lease, whether the proposed assignee, sublessee, or transferee has a net worth, MLSA and financial strength and credit record, satisfactory to Landlord (provided that if the financial condition of the proposed assignee, sublessee, or transferee is at least equal to the net worth of Tenant or Guarantor (whichever is greater) at the time of this Lease it shall be satisfactory to Landlord); whether use of the Leased Premises by the proposed assignee, sublessee, or transferee will not violate or create any potential violation of any laws; whether the type and quality of the business to be operated or likely to be operated by the proposed assignee, sublessee, or transferee is consistent with the image of a first-class office building and whether it would be considered inappropriate for such an office building (provided that Tenant's use is deemed to be an appropriate use and business); and whether Landlord's consent might result in a breach of any other lease or agreement all Lease/MLSA Related Agreements to which Landlord is a party. No Transfer shall relieve Tenant or Guarantor , assuming all obligations of any liability under this Lease or Guarantee Landlord hereunder and thereunder) (in the case of Lease. A Transfer includesmultiple Affiliated Persons, without limitation (on a joint and several basis), the following form and substance of which assumption shall be deemed reasonably satisfactory to be deemed a "Transfer"): (i) a consolidation or merger of Tenant; (ii) a change in the ownership or voting rights of more than twenty-five percent (25%) of the issued Tenant and outstanding stock of any corporate tenantLandlord); (iii) any subleasea sale/leaseback transaction by Landlord with respect to the entire Leased Property (subject to exclusions for assets that may not be transferred and that, assignment or transfer which would otherwise occur by operation of lawin the aggregate, merger, consolidation, reorganization, transfer or other significant change in corporate or proprietary structure; are de minimis) (ivprovided (x) the saleoverlandlord under the resulting xxxxxxxxx agrees that, assignment in the event of a termination of such xxxxxxxxx, this Lease shall continue in effect as a direct lease between such overlandlord and Tenant and (y) the xxxxxxxxx shall not impose any new, additional or transfer more onerous obligations on Tenant without Tenant’s prior written consent in Tenant’s sole discretion (and without limiting the generality of all the foregoing, the xxxxxxxxx shall not impose any additional monetary obligations (whether for payment of rents under such xxxxxxxxx or substantially otherwise) on Tenant), subject to and in accordance with all of the assets of Tenantprovisions, with or without the specific assignment of this Lease; and (v) a change in control in any partnership tenant; provided, however, the foregoing shall not be considered Transfers requiring Landlord's consent so long as Tenant or Guarantor is an entity whose outstanding stock is listed on a recognized security exchange, or if at least 80% of the voting stock of Tenant or Guarantor is owned by another entity, the voting stock of which is so listed. The acceptance by Landlord of any amounts following any transaction prohibited hereunder shall not be deemed to be a consent by Landlord nor shall the same be deemed to be a waiver of any right or remedy of Landlord hereunder. Consent to any such Transfer shall not operate as a waiver of the necessity for consent to any subsequent Transfer. If Landlord's consent is requested for a Transfer, Landlord shall have the right to terminate this Lease with respect to that portion of the Leased Premises for which such consent is requested, at the proposed effective date of such assignment, sublease or transfer, and enter into the relationship of Landlord and Tenant with the proposed assignee, subtenant, or transferee based on the rent (and/or other compensation) and term agreed to by such assignee, subtenant or transferee and otherwise upon the terms and conditions of this Lease. In connection ; (iv) any sale of any indirect interest in the Leased Property that does not change the identity of Landlord hereunder, including without limitation a participating interest in Landlord’s interest under this Lease or a sale of Landlord’s reversionary interest in the Leased Property so long as Landlord remains the only party with any proposed Transferauthority to bind the Landlord under this Lease, Tenant shall promptly provide Landlord with fully executed copies of all documents and instruments related to the proposed Transfer. Notwithstanding the foregoing, Landlord's prior consent to or (v) a Transfer sale or transfer to an Affiliate of Xxxxx XxxxxLandlord or a joint venture entity in which any Affiliate of Landlord is the managing member or partner, Inc. shall so long as (x) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be required provided: transferred and that, in the aggregate, are de minimis) is owned by a single Person or multiple Affiliated Persons as tenants in common and (iy) the Transfer shall only be effective as long as the Affiliate receiving the Transfer is and at all times during the Lease Term remains such Person(s) execute(s) an Affiliate of Xxxxx Xxxxx, Inc.; (ii) neither Tenant nor Guarantor is released or relieved of any liability or obligations under this Lease or the Guarantee of Lease, or both, and each expressly reaffirms the foregoing to Landlord in writing; (iii) Tenant is not in default under or in breach assumption of this Lease; , the MLSA and all Lease/MLSA Related Agreements to which Landlord is a party, assuming all obligations of Landlord hereunder and thereunder (ivin the case of multiple Affiliated Persons, on a joint and several basis), the form and substance of which assumption shall be reasonably satisfactory to Tenant and Landlord. Notwithstanding anything to the contrary herein, Landlord shall not sell, assign, transfer or convey the Leased Property, or assign this Lease, to (I) a Tenant notified Prohibited Person (as defined in the MLSA), (II) a Manager Prohibited Person (as defined in the MLSA), or (III) any Person that is associated with a Person who has been found “unsuitable”, denied a Gaming License or otherwise precluded from participation in the Gaming Industry by any Gaming Authority where such association would reasonably be expected to adversely affect, any of Tenant’s or its Affiliates’ Gaming Licenses or Tenant’s or its Affiliates’ then-current standing with any Gaming 116 Authority. Any transfer by Landlord under this Article XVIII shall be subject to all applicable Legal Requirements, including any Gaming Regulations, and no such transfer shall be effective until any applicable approvals with respect to Gaming Regulations, if applicable, are obtained. Tenant shall attorn to and recognize any successor Landlord in writing of the Transfer to an Affiliate at least ten (10connection with any transfer(s) days prior to the Transferpermitted under this Article XVIII as Tenant’s “landlord”.
Appears in 1 contract
Samples: Lease (Vici Properties Inc.)
Transfers Generally. Tenant shall not Landlord may sell, assign, transfertransfer or convey, mortgagewithout Tenant’s consent, pledgethe entire Leased Property with respect to all of the Facilities hereunder or the entire Leased Property with respect to any individual Facility, hypothecatein each case, encumber or otherwise transfer in whole (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) but not in part (unless in part due to a transaction in which multiple Affiliates of a single Person (collectively, “Affiliated Persons”) will own the applicable Leased Property as tenants in common, but only if all such Affiliated Persons execute a joinder to either this Lease or any interest thereinthe applicable Severance Lease, nor sublease as applicable, as “Landlord”, on a joint and several basis, the whole form and substance of which joinder shall be reasonably satisfactory to Tenant and Landlord) to a single transferee (or multiple Affiliated Persons, as applicable) (such transferee, such tenants in common or any part other permitted transferee of this Lease, in each case, an “Acquirer”) and, in connection with such transaction, (a) if the subject transaction involves a sale, assignment, transfer or conveyance of the entire Leased Property, this Lease shall be assigned to the applicable Acquirer such that the Acquirer shall become successor Landlord as if an original party to this Lease, and (b) if the subject transaction involves a sale, assignment, transfer or conveyance of the Leased PremisesProperty with respect to an individual Facility (or, nor if at any time additional Facilities (other than the CPLV Facility and the HLV Facility) shall be included in this Lease, with respect to several Facilities but not all Facilities), (except as provided in the third (3rd) sentence of this Section 18.1) (A) this Lease shall remain in full force and effect with respect to the Facility(ies) not transferred to the Acquirer, and (B) a Severance Lease (and a Severance Guaranty), with the applicable Acquirer, shall be entered into with respect to the transferred Facility(ies) as described in Section 18.2 below. If Landlord (including any permitted successor Landlord) shall convey the entire Leased Property or any interest hereunder the entire Leased Property with respect to an individual Facility (or Facilities, as applicable) (subject, in each case, to exclusions for assets that may not be assignable or transferable by any process or proceeding transferred and that, in the aggregate, are de minimis) in accordance with the terms of any courtthis Lease, or otherwise (each other than as security for a debt, and the applicable Acquirer expressly assumes all obligations of Landlord arising after the date of the foregoing being a "Transfer"), without in each case first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned. Any such Transfer or transaction undertaken without Landlord's prior written consent shall be null and void. In determining whether to grant consent to a proposed Transferconveyance, Landlord may reasonably consider any relevant factor, including but not limited shall thereupon be released from all future liabilities and obligations of Landlord under this Lease with 127 respect to the experience and business reputation of the proposed assignee, sublessee, or transferee in operating its business; whether the use transferred portion of the Leased Premises Property arising or accruing from and after the date of such conveyance or other transfer and all such future liabilities and obligations relating to such transferred Leased Property shall thereupon be binding upon such applicable Acquirer. Without limitation of the preceding provisions of this Section 18.1, any or all of the following shall be freely permitted to occur (and, for the Transfer is similar to that avoidance of Tenantdoubt, or otherwise reasonably satisfactory to Landlord and appropriate for a first-class high rise office building except in the Bellevue Central Business District; whether case of subclause (b) of the other party following clause (i), neither a Severance Lease nor a Severance Guaranty shall be required to be entered into with respect thereto): (i) any transfer of (a) the proposed Transfer is entire Leased Property or (b) the entire Leased Property with respect to an individual Facility to a person with whom Landlord is presently negotiating Fee Mortgagee (in each case, subject to exclusions for a lease of space assets that may not be transferred and that, in the Building or aggregate, are de minimis) in any other building owned by an Affiliate of Landlord; whether accordance with the other party to the proposed Transfer is a governmental agency or any party by whom any suit or action could be defended on the ground of sovereign immunity; notwithstanding that Tenant and/or others remain liable under the Lease, whether the proposed assignee, sublessee, or transferee has a net worth, and financial strength and credit record, satisfactory to Landlord (provided that if the financial condition of the proposed assignee, sublessee, or transferee is at least equal to the net worth of Tenant or Guarantor (whichever is greater) at the time terms of this Lease it shall be satisfactory to (including any transfer of the direct or indirect equity interests in Landlord), which transfer may include, without limitation, a transfer by foreclosure brought by the Fee Mortgagee or a transfer by a deed in lieu of foreclosure, assignment in lieu of foreclosure or other transaction in lieu of foreclosure; whether use (ii) a merger transaction or other similar disposition affecting Landlord REIT or a sale by Landlord REIT directly or indirectly involving the Leased Property (so long as (x) upon consummation of such transaction, all of the Leased Premises Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by the proposed assignee, sublessee, a single Person (or transferee will not violate or create any potential violation multiple Affiliated Persons as tenants in common) and (y) such surviving Person(s) execute(s) an assumption of any laws; whether the type this Lease and quality of the business to be operated or likely to be operated by the proposed assignee, sublessee, or transferee is consistent with the image of a first-class office building and whether it would be considered inappropriate for such an office building (provided that Tenant's use is deemed to be an appropriate use and business); and whether Landlord's consent might result in a breach of any other lease or agreement all Lease Related Agreements to which Landlord is a party. No Transfer shall relieve Tenant or Guarantor , assuming all obligations of any liability under this Lease or Guarantee Landlord hereunder and thereunder (if any) (in the case of Lease. A Transfer includesmultiple Affiliated Persons, without limitation (on a joint and several basis), the following form and substance of which assumption shall be deemed reasonably satisfactory to be deemed a "Transfer"): (i) a consolidation or merger of Tenant; (ii) a change in the ownership or voting rights of more than twenty-five percent (25%) of the issued Tenant and outstanding stock of any corporate tenantLandlord); (iii) any sublease, assignment or transfer which would otherwise occur a sale/leaseback transaction by operation of law, merger, consolidation, reorganization, transfer or other significant change in corporate or proprietary structure; (iv) the sale, assignment or transfer of all or substantially Landlord with respect to all of the Leased Property pertaining to any Facility or Facilities (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) (provided (x) the overlandlord under the resulting xxxxxxxxx agrees that, in the event of Tenanta termination of such xxxxxxxxx, with or without the specific assignment of this Lease; Lease shall continue in effect as a direct lease between such overlandlord and Tenant and (vy) a change the xxxxxxxxx shall not impose any new, additional or more onerous obligations on Tenant without Tenant’s prior written consent in control in any partnership tenant; provided, howeverTenant’s sole discretion (and without limiting the generality of the foregoing, the foregoing xxxxxxxxx shall not be considered Transfers requiring Landlord's consent so long as Tenant impose any additional monetary obligations (whether for payment of rents under such xxxxxxxxx or Guarantor is an entity whose outstanding stock is listed otherwise) on a recognized security exchangeTenant), or if at least 80% subject to and in accordance with all of the voting stock of Tenant or Guarantor is owned by another entityprovisions, the voting stock of which is so listed. The acceptance by Landlord of any amounts following any transaction prohibited hereunder shall not be deemed to be a consent by Landlord nor shall the same be deemed to be a waiver of any right or remedy of Landlord hereunder. Consent to any such Transfer shall not operate as a waiver of the necessity for consent to any subsequent Transfer. If Landlord's consent is requested for a Transfer, Landlord shall have the right to terminate this Lease with respect to that portion of the Leased Premises for which such consent is requested, at the proposed effective date of such assignment, sublease or transfer, and enter into the relationship of Landlord and Tenant with the proposed assignee, subtenant, or transferee based on the rent (and/or other compensation) and term agreed to by such assignee, subtenant or transferee and otherwise upon the terms and conditions of this Lease. In connection ; (iv) any sale of any indirect interest in the Leased Property in respect of any Facility or Facilities that does not change the identity of Landlord hereunder, including without limitation a participating interest in Landlord’s interest (or the interest of any of the fee owning entities comprising Landlord) under this Lease or a sale of Landlord’s (or any such fee owning entity’s or entities’) reversionary interest in the Leased Property (or the applicable Leased Property pertaining to any individual Facility) so long as Landlord remains the only party with any proposed Transferauthority to bind Landlord under this Lease, Tenant shall promptly provide Landlord with fully executed copies of all documents and instruments related to the proposed Transfer. Notwithstanding the foregoing, Landlord's prior consent to or (v) a Transfer sale or transfer to an Affiliate of Xxxxx XxxxxLandlord or a joint venture entity in which any Affiliate of Landlord is the managing member or partner, Inc. so long as (x) upon consummation of such transaction, all of the Leased Property (in the case of a sale or transfer of the Leased Property with respect to all of the Facilities), or all of the Leased Property pertaining to an individual Facility (in the case of a sale or transfer of the Leased Property with respect to an individual Facility) (subject, in each case, to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person or multiple Affiliated Persons as tenants in common and (y) such Person(s) execute(s) an assumption of this Lease and all Lease Related Agreements to which Landlord is a party, assuming all obligations of Landlord hereunder and thereunder (if any) (in the 128 case of multiple Affiliated Persons, on a joint and several basis), the form and substance of which assumption shall be reasonably satisfactory to Tenant and Landlord. Notwithstanding anything to the contrary herein, Landlord shall not sell, assign, transfer or convey any Leased Property, or assign this Lease, to (I) a Tenant Prohibited Person or (II) any Person that is associated with a Person who has been found “unsuitable”, denied a Gaming License or otherwise precluded from participation in the Gaming Industry by any Gaming Authority where such association would reasonably be required provided: (i) the Transfer expected to adversely affect, any of Tenant’s or its Affiliates’ Gaming Licenses or Tenant’s or its Affiliates’ then-current standing with any Gaming Authority. Any transfer by Landlord under this Article XVIII shall only be subject to all applicable Legal Requirements, including any Gaming Regulations, and no such transfer shall be effective as long as the Affiliate receiving the Transfer is until any applicable approvals with respect to Gaming Regulations, if applicable, are obtained. Tenant shall attorn to and at all times during the Lease Term remains an Affiliate of Xxxxx Xxxxx, Inc.; (iirecognize any successor Landlord in connection with any transfer(s) neither Tenant nor Guarantor is released or relieved of any liability or obligations permitted under this Lease or the Guarantee of Lease, or both, and each expressly reaffirms the foregoing to Landlord in writing; (iii) Tenant is not in default under or in breach of this Lease; and (iv) Tenant notified Landlord in writing of the Transfer to an Affiliate at least ten (10) days prior Article XVIII as Tenant’s “landlord” with respect to the Transferapplicable Facility(ies).
Appears in 1 contract
Transfers Generally. Tenant shall not Landlord may sell, assign, transfertransfer or convey, mortgagewithout Tenant’s consent, pledgethe Leased Property, hypothecatein whole (subject to exclusions for assets that may not be transferred and that, encumber or otherwise transfer in the aggregate, are de minimis) but not in part (unless in part due to a transaction in which multiple Affiliates of a single Person (collectively, “Affiliated Persons”) will own the Leased Property as tenants in common, but only if this Lease remains as a single, indivisible Lease and all such Affiliated Persons execute a joinder to this Lease as “Landlord”, on a joint and several basis, the form and substance of which joinder shall be reasonably satisfactory to Tenant and Landlord) to a single transferee (such transferee, such tenants in common or any interest thereinother permitted transferee of this Lease, nor sublease in each case, (an “Acquirer”) and, in connection with such transaction, this Lease shall be assigned to the whole applicable Acquirer such that the Acquirer shall become successor Landlord as if an original party to this Lease. If Landlord (including any permitted successor Landlord) shall convey the entire Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) in accordance with the terms of this Lease, other than as security for a debt, and the applicable Acquirer expressly assumes all obligations of Landlord arising after the date of the conveyance, Landlord shall thereupon be released from all future liabilities and obligations of Landlord under this Lease arising or accruing from and after the 115 date of such conveyance or other transfer and all such future liabilities and obligations shall thereupon be binding upon such applicable Acquirer. Without limitation of the preceding provisions of this Section 18.1, any part or all of the following shall be freely permitted to occur: (i) any transfer of the Leased PremisesProperty, nor shall in whole but not in part (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis), to a Fee Mortgagee (in each case, subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) in accordance with the terms of this Lease or (including any interest hereunder be assignable or transferable by any process or proceeding of any court, or otherwise (each transfer of the foregoing being a "Transfer"direct or indirect equity interests in Landlord), which transfer may include, without limitation, a transfer by foreclosure brought by the Fee Mortgagee or a transfer by a deed in each case first obtaining lieu of foreclosure, assignment in lieu of foreclosure or other transaction in lieu of foreclosure; (ii) a merger transaction or other similar disposition affecting Landlord REIT or a sale by Landlord REIT directly or indirectly involving the prior written consent Leased Property (so long as (x) upon consummation of Landlordsuch transaction, which consent shall not be unreasonably withheld, delayed or conditioned. Any such Transfer or transaction undertaken without Landlord's prior written consent shall be null and void. In determining whether to grant consent to a proposed Transfer, Landlord may reasonably consider any relevant factor, including but not limited to the experience and business reputation of the proposed assignee, sublessee, or transferee in operating its business; whether the use all of the Leased Premises following the Transfer is similar Property (subject to exclusions for assets that of Tenantmay not be transferred and that, or otherwise reasonably satisfactory to Landlord and appropriate for a first-class high rise office building in the Bellevue Central Business District; whether the other party to the proposed Transfer aggregate, are de minimis) is a person with whom Landlord is presently negotiating for a lease of space in the Building or in any other building owned by a single Person (or multiple Affiliated Persons as tenants in common) and (y) such surviving Person(s) execute(s) an Affiliate assumption of Landlord; whether the other party to the proposed Transfer is a governmental agency or any party by whom any suit or action could be defended on the ground of sovereign immunity; notwithstanding that Tenant and/or others remain liable under the this Lease, whether the proposed assignee, sublessee, or transferee has a net worth, MLSA and financial strength and credit record, satisfactory to Landlord (provided that if the financial condition of the proposed assignee, sublessee, or transferee is at least equal to the net worth of Tenant or Guarantor (whichever is greater) at the time of this Lease it shall be satisfactory to Landlord); whether use of the Leased Premises by the proposed assignee, sublessee, or transferee will not violate or create any potential violation of any laws; whether the type and quality of the business to be operated or likely to be operated by the proposed assignee, sublessee, or transferee is consistent with the image of a first-class office building and whether it would be considered inappropriate for such an office building (provided that Tenant's use is deemed to be an appropriate use and business); and whether Landlord's consent might result in a breach of any other lease or agreement all Lease/MLSA Related Agreements to which Landlord is a party. No Transfer shall relieve Tenant or Guarantor , assuming all obligations of any liability under this Lease or Guarantee Landlord hereunder and thereunder) (in the case of Lease. A Transfer includesmultiple Affiliated Persons, without limitation (on a joint and several basis), the following form and substance of which assumption shall be deemed reasonably satisfactory to be deemed a "Transfer"): (i) a consolidation or merger of Tenant; (ii) a change in the ownership or voting rights of more than twenty-five percent (25%) of the issued Tenant and outstanding stock of any corporate tenantLandlord); (iii) any subleasea sale/leaseback transaction by Landlord with respect to the entire Leased Property (subject to exclusions for assets that may not be transferred and that, assignment or transfer which would otherwise occur by operation of lawin the aggregate, merger, consolidation, reorganization, transfer or other significant change in corporate or proprietary structure; are de minimis) (ivprovided (x) the saleoverlandlord under the resulting xxxxxxxxx agrees that, assignment in the event of a termination of such xxxxxxxxx, this Lease shall continue in effect as a direct lease between such overlandlord and Tenant and (y) the xxxxxxxxx shall not impose any new, additional or transfer more onerous obligations on Tenant without Tenant’s prior written consent in Tenant’s sole discretion (and without limiting the generality of all the foregoing, the xxxxxxxxx shall not impose any additional monetary obligations (whether for payment of rents under such xxxxxxxxx or substantially otherwise) on Tenant), subject to and in accordance with all of the assets of Tenantprovisions, with or without the specific assignment of this Lease; and (v) a change in control in any partnership tenant; provided, however, the foregoing shall not be considered Transfers requiring Landlord's consent so long as Tenant or Guarantor is an entity whose outstanding stock is listed on a recognized security exchange, or if at least 80% of the voting stock of Tenant or Guarantor is owned by another entity, the voting stock of which is so listed. The acceptance by Landlord of any amounts following any transaction prohibited hereunder shall not be deemed to be a consent by Landlord nor shall the same be deemed to be a waiver of any right or remedy of Landlord hereunder. Consent to any such Transfer shall not operate as a waiver of the necessity for consent to any subsequent Transfer. If Landlord's consent is requested for a Transfer, Landlord shall have the right to terminate this Lease with respect to that portion of the Leased Premises for which such consent is requested, at the proposed effective date of such assignment, sublease or transfer, and enter into the relationship of Landlord and Tenant with the proposed assignee, subtenant, or transferee based on the rent (and/or other compensation) and term agreed to by such assignee, subtenant or transferee and otherwise upon the terms and conditions of this Lease. In connection ; (iv) any sale of any indirect interest in the Leased Property that does not change the identity of Landlord hereunder, including without limitation a participating interest in Landlord’s interest under this Lease or a sale of Landlord’s reversionary interest in the Leased Property so long as Landlord remains the only party with any proposed Transferauthority to bind the Landlord under this Lease, Tenant shall promptly provide Landlord with fully executed copies of all documents and instruments related to the proposed Transfer. Notwithstanding the foregoing, Landlord's prior consent to or (v) a Transfer sale or transfer to an Affiliate of Xxxxx XxxxxLandlord or a joint venture entity in which any Affiliate of Landlord is the managing member or partner, Inc. shall so long as (x) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be required provided: transferred and that, in the aggregate, are de minimis) is owned by a single Person or multiple Affiliated Persons as tenants in common and (iy) the Transfer shall only be effective as long as the Affiliate receiving the Transfer is and at all times during the Lease Term remains such Person(s) execute(s) an Affiliate of Xxxxx Xxxxx, Inc.; (ii) neither Tenant nor Guarantor is released or relieved of any liability or obligations under this Lease or the Guarantee of Lease, or both, and each expressly reaffirms the foregoing to Landlord in writing; (iii) Tenant is not in default under or in breach assumption of this Lease; , the MLSA and all Lease/MLSA Related Agreements to which Landlord is a party, assuming all obligations of Landlord hereunder and thereunder (ivin the case of multiple Affiliated Persons, on a joint and several basis), the form and substance of which assumption shall be reasonably satisfactory to Tenant and Landlord. Notwithstanding anything to the contrary herein, Landlord shall not sell, assign, transfer or convey the Leased Property, or assign this Lease, to (I) a Tenant notified Prohibited Person (as defined in the MLSA), (II) a Manager Prohibited Person (as defined in the MLSA), or (III) any Person that is associated with a Person who has been found “unsuitable”, denied a Gaming License or otherwise precluded from participation in the Gaming Industry by any Gaming Authority where such association would reasonably be expected to adversely affect, any of Tenant’s or its Affiliates’ Gaming Licenses or Tenant’s or its Affiliates’ then-current standing with any Gaming 116 Authority. Any transfer by Landlord under this Article XVIII shall be subject to all applicable Legal Requirements, including any Gaming Regulations, and no such transfer shall be effective until any applicable approvals with respect to Gaming Regulations, if applicable, are obtained. Tenant shall attorn to and recognize any successor Landlord in writing of the Transfer to an Affiliate at least ten (10connection with any transfer(s) days prior to the Transfer.permitted under this Article XVIII as Tenant’s “landlord”. 18.2
Appears in 1 contract
Samples: Lease Agreement
Transfers Generally. Tenant shall not Landlord may sell, assign, transfertransfer or convey, mortgagewithout Tenant’s consent, pledgethe Leased Property, hypothecatein whole (subject to exclusions for assets that may not be transferred and that, encumber or otherwise transfer in the aggregate, are de minimis) but not in part (unless in part due to a transaction in which multiple Affiliates of a single Person (collectively, “Affiliated Persons”) will own the Leased Property as tenants in common, but only if this Lease or any interest thereinremains as a single, nor sublease the whole or any part of the Leased Premises, nor shall indivisible Lease and all such Affiliated Persons execute a joinder to this Lease or any interest hereunder be assignable or transferable by any process or proceeding as “Landlord”, on a joint and several basis, the form and substance of any court, or otherwise (each of the foregoing being a "Transfer"), without in each case first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned. Any such Transfer or transaction undertaken without Landlord's prior written consent joinder shall be null and void. In determining whether to grant consent to a proposed Transfer, Landlord may reasonably consider any relevant factor, including but not limited to the experience and business reputation of the proposed assignee, sublessee, or transferee in operating its business; whether the use of the Leased Premises following the Transfer is similar to that of Tenant, or otherwise reasonably satisfactory to Landlord Tenant and appropriate for Landlord) to a first-class high rise office building single transferee (or multiple Affiliated Persons, as applicable) (such transferee, such tenants in the Bellevue Central Business District; whether the other party to the proposed Transfer is a person with whom Landlord is presently negotiating for a lease of space in the Building common or in any other building owned by permitted transferee of this Lease, in each case, an “Acquirer”) and, in connection with such transaction, if the Acquirer is not an Affiliate of Landlord; whether , (a) Landlord shall amend the other party minimum capital expenditure requirements hereunder (such amendment to be limited solely to the proposed Transfer is a governmental agency amount of such minimum capital expenditure requirements) such that, in the aggregate such minimum capital expenditure requirements hereunder (taken together with the Minimum Cap Ex Requirements under and as defined in the Other Leases, after taking into consideration applicable reductions of the Minimum Cap Ex Requirements under and as defined in the Other Leases in the amount of the Minimum Cap Ex Reduction Amount), shall be no greater than the Minimum Cap Ex Requirements under this Lease and the Other Leases prior to such sale, assignment, transfer or any party by whom any suit or action could conveyance; and (b) such minimum capital expenditure requirements shall be defended calculated on the ground of sovereign immunity; notwithstanding that Tenant and/or others remain liable an individual, standalone basis under this Lease and under the Other Leases; except, however, the foregoing clauses (a) and (b) shall not apply to any transaction described in clause (iii) below. If Landlord (including any permitted successor Landlord) shall convey the Leased Property in accordance with the terms of this Lease, whether the proposed assignee, sublessee, or transferee has other than as security for a net worthdebt, and financial strength and credit record, satisfactory to the applicable Acquirer expressly assumes all obligations of Landlord (provided that if arising after the financial condition date of the proposed assigneeconveyance, sublesseeLandlord shall thereupon be released from all future liabilities and obligations of 119 Landlord under this Lease arising or accruing from and after the date of such conveyance or other transfer and all such future liabilities and obligations shall thereupon be binding upon such applicable Acquirer. Without limitation of the preceding provisions of this Section 18.1, any or transferee is at least equal all of the following shall be freely permitted to occur: (i) any transfer of the net worth of Tenant or Guarantor Leased Property, in whole but not in part (whichever is greater) at subject to exclusions for assets that may not be transferred and that, in the time aggregate, are de minimis), to a Fee Mortgagee in accordance with the terms of this Lease it shall be satisfactory to (including any transfer of the direct or indirect equity interests in Landlord), which transfer may include, without limitation, a transfer by foreclosure brought by the Fee Mortgagee or a transfer by a deed in lieu of foreclosure, assignment in lieu of foreclosure or other transaction in lieu of foreclosure; whether use (ii) a merger transaction or other similar disposition affecting Landlord REIT or a sale by Landlord REIT directly or indirectly involving the Leased Property (so long as (x) upon consummation of such transaction, all of the Leased Premises Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by the proposed assignee, sublessee, a single Person (or transferee will not violate or create any potential violation multiple Affiliated Persons as tenants in common) and (y) such surviving Person(s) execute(s) an assumption of any laws; whether the type this Lease and quality of the business to be operated or likely to be operated by the proposed assignee, sublessee, or transferee is consistent with the image of a first-class office building and whether it would be considered inappropriate for such an office building (provided that Tenant's use is deemed to be an appropriate use and business); and whether Landlord's consent might result in a breach of any other lease or agreement all Lease Related Agreements to which Landlord is a party. No Transfer shall relieve Tenant or Guarantor , assuming all obligations of any liability under this Lease or Guarantee Landlord hereunder and thereunder (if any) (in the case of Lease. A Transfer includesmultiple Affiliated Persons, without limitation (on a joint and several basis), the following form and substance of which assumption shall be deemed reasonably satisfactory to be deemed a "Transfer"): (i) a consolidation or merger of Tenant; (ii) a change in the ownership or voting rights of more than twenty-five percent (25%) of the issued Tenant and outstanding stock of any corporate tenantLandlord); (iii) any subleasea sale/leaseback transaction by Landlord with respect to the entire Leased Property (subject to exclusions for assets that may not be transferred and that, assignment or transfer which would otherwise occur by operation of lawin the aggregate, merger, consolidation, reorganization, transfer or other significant change in corporate or proprietary structure; are de minimis) (ivprovided (x) the saleoverlandlord under the resulting xxxxxxxxx agrees that, assignment in the event of a termination of such xxxxxxxxx, this Lease shall continue in effect as a direct lease between such overlandlord and Tenant and (y) the xxxxxxxxx shall not impose any new, additional or transfer more onerous obligations on Tenant without Tenant’s prior written consent in Tenant’s sole discretion (and without limiting the generality of all the foregoing, the xxxxxxxxx shall not impose any additional monetary obligations (whether for payment of rents under such xxxxxxxxx or substantially otherwise) on Tenant), subject to and in accordance with all of the assets of Tenantprovisions, with or without the specific assignment of this Lease; and (v) a change in control in any partnership tenant; provided, however, the foregoing shall not be considered Transfers requiring Landlord's consent so long as Tenant or Guarantor is an entity whose outstanding stock is listed on a recognized security exchange, or if at least 80% of the voting stock of Tenant or Guarantor is owned by another entity, the voting stock of which is so listed. The acceptance by Landlord of any amounts following any transaction prohibited hereunder shall not be deemed to be a consent by Landlord nor shall the same be deemed to be a waiver of any right or remedy of Landlord hereunder. Consent to any such Transfer shall not operate as a waiver of the necessity for consent to any subsequent Transfer. If Landlord's consent is requested for a Transfer, Landlord shall have the right to terminate this Lease with respect to that portion of the Leased Premises for which such consent is requested, at the proposed effective date of such assignment, sublease or transfer, and enter into the relationship of Landlord and Tenant with the proposed assignee, subtenant, or transferee based on the rent (and/or other compensation) and term agreed to by such assignee, subtenant or transferee and otherwise upon the terms and conditions of this Lease. In connection ; (iv) any sale of any indirect interest in the Leased Property that does not change the identity of Landlord hereunder, including without limitation a participating interest in Landlord’s interest under this Lease or a sale of Landlord’s reversionary interest in the Leased Property so long as Landlord remains the only party with any proposed Transferauthority to bind Landlord under this Lease, Tenant shall promptly provide Landlord with fully executed copies of all documents and instruments related to the proposed Transfer. Notwithstanding the foregoing, Landlord's prior consent to or (v) a Transfer sale or transfer to an Affiliate of Xxxxx XxxxxLandlord or a joint venture entity in which any Affiliate of Landlord is the managing member or partner, Inc. so long as (x) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person or multiple Affiliated Persons as tenants in common and (y) such Person(s) execute(s) an assumption of this Lease and all Lease Related Agreements to which Landlord is a party, assuming all obligations of Landlord hereunder and thereunder (if any) (in the case of multiple Affiliated Persons, on a joint and several basis), the form and substance of which assumption shall be reasonably satisfactory to Tenant and Landlord. Notwithstanding anything to the contrary herein, Landlord shall not sell, assign, transfer or convey the Leased Property, or assign this Lease, to (I) a Tenant Prohibited Person or (II) any Person that is associated with a Person who has been found “unsuitable”, denied a Gaming License or otherwise precluded from participation in the Gaming Industry by any Gaming Authority where such association would reasonably be required provided: (i) the Transfer expected to adversely affect, any of Tenant’s or its Affiliates’ Gaming Licenses or Tenant’s or its Affiliates’ then-current standing with any Gaming Authority. Any transfer by Landlord under this Article XVIII shall only be subject to all applicable Legal Requirements, including any Gaming Regulations, and no such transfer shall be effective as long as the Affiliate receiving the Transfer is until any applicable approvals with respect to Gaming Regulations, if applicable, are obtained. Tenant shall attorn to and at all times during the Lease Term remains an Affiliate of Xxxxx Xxxxx, Inc.; (iirecognize any successor Landlord in connection with any transfer(s) neither Tenant nor Guarantor is released or relieved of any liability or obligations permitted under this Lease or the Guarantee of Lease, or both, and each expressly reaffirms the foregoing to Landlord in writing; (iii) Tenant is not in default under or in breach of this Lease; and (iv) Tenant notified Landlord in writing of the Transfer to an Affiliate at least ten (10) days prior Article XVIII as Tenant’s “landlord” with respect to the TransferFacility.
Appears in 1 contract
Samples: Lease (Vici Properties Inc.)
Transfers Generally. Tenant shall not Landlord may sell, assign, transfertransfer or convey, mortgagewithout Tenant’s consent, pledgethe Leased Property, hypothecatein whole (subject to exclusions for assets that may not be transferred and that, encumber or otherwise transfer in the aggregate, are de minimis) but not in part (unless in part due to a transaction in which multiple Affiliates of a single Person (collectively, “Affiliated Persons”) will own the Leased Property as tenants in common, but only if this Lease or any interest thereinremains as a single, nor sublease the whole or any part of the Leased Premises, nor shall indivisible Lease and all such Affiliated Persons execute a joinder to this Lease or any interest hereunder be assignable or transferable by any process or proceeding as “Landlord”, on a joint and several basis, the form and substance of any court, or otherwise (each of the foregoing being a "Transfer"), without in each case first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned. Any such Transfer or transaction undertaken without Landlord's prior written consent joinder shall be null and void. In determining whether to grant consent to a proposed Transfer, Landlord may reasonably consider any relevant factor, including but not limited to the experience and business reputation of the proposed assignee, sublessee, or transferee in operating its business; whether the use of the Leased Premises following the Transfer is similar to that of Tenant, or otherwise reasonably satisfactory to Landlord Tenant and appropriate for Landlord) to a first-class high rise office building single transferee (such transferee, such tenants in the Bellevue Central Business District; whether the other party to the proposed Transfer is a person with whom Landlord is presently negotiating for a lease of space in the Building common or in any other building owned by permitted transferee of this Lease, in each case, an “Acquirer”) and, in connection with such transaction, if the Acquirer is not an Affiliate of Landlord; whether , (a) Landlord shall amend the other party minimum capital expenditure requirements hereunder (such amendment to be limited solely to the proposed Transfer is a governmental agency amount of such minimum capital expenditure requirements) such that, in the aggregate such minimum capital expenditure requirements hereunder (taken together with the Minimum Cap Ex Requirements under and as defined in the Other Leases, after taking into consideration applicable reductions of the Minimum Cap Ex Requirements under and as defined in the Other Leases in the amount of the Minimum Cap Ex Reduction Amount), shall be no greater than the Minimum Cap Ex Requirements under this Lease and the Other Leases prior to such sale, assignment, transfer or any party by whom any suit or action could conveyance; and (b) such minimum capital expenditure requirements shall be defended calculated on the ground of sovereign immunity; notwithstanding that Tenant and/or others remain liable an individual, standalone basis under this Lease and under the Other Leases; except, however, the foregoing clauses (a) and (b) shall not apply to any transaction described in clause (iii) below. If Landlord (including any permitted successor Landlord) shall convey the Leased Property in accordance with the terms of this Lease, whether the proposed assignee, sublessee, or transferee has other than as security for a net worthdebt, and financial strength and credit record, satisfactory to the applicable Acquirer expressly assumes all obligations of Landlord (provided that if arising after the financial condition date of the proposed assigneeconveyance, sublesseeLandlord shall thereupon be released from all future liabilities and obligations of Landlord under this Lease arising or accruing from and after the date of such conveyance or other transfer and all such future liabilities and obligations shall thereupon be binding upon such applicable Acquirer. Without limitation of the preceding provisions of this Section 18.1, any or transferee is at least equal all of the following shall be freely permitted to occur: (i) any transfer of the net worth of Tenant or Guarantor Leased Property, in whole but not in part (whichever is greater) at subject to exclusions for assets that may not be transferred and that, in the time aggregate, are de minimis), to a Fee Mortgagee in accordance with the terms of this Lease it shall be satisfactory to (including any transfer of the direct or indirect equity interests in Landlord), which transfer may include, without limitation, a transfer by foreclosure brought by the Fee Mortgagee or a transfer by a deed in lieu of foreclosure, assignment in lieu of foreclosure or other transaction in lieu of foreclosure; whether use (ii) a merger transaction or other similar disposition affecting Landlord REIT or a sale by Landlord REIT directly or indirectly involving the Leased Property (so long as (x) upon consummation of such transaction, all of the Leased Premises Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person (or multiple Affiliated Persons as tenants in common) and (y) such surviving Person(s) execute(s) an assumption of this Lease, the proposed assignee, sublessee, or transferee will not violate or create any potential violation of any laws; whether the type MLSA and quality of the business to be operated or likely to be operated by the proposed assignee, sublessee, or transferee is consistent with the image of a first-class office building and whether it would be considered inappropriate for such an office building (provided that Tenant's use is deemed to be an appropriate use and business); and whether Landlord's consent might result in a breach of any other lease or agreement all Lease/MLSA Related Agreements to which Landlord is a party. No Transfer shall relieve Tenant or Guarantor , assuming all obligations of any liability under this Lease or Guarantee Landlord hereunder and thereunder) (in the case of Lease. A Transfer includesmultiple Affiliated Persons, without limitation (on a joint and several basis), the following form and substance of which assumption shall be deemed reasonably satisfactory to be deemed a "Transfer"): (i) a consolidation or merger of Tenant; (ii) a change in the ownership or voting rights of more than twenty-five percent (25%) of the issued Tenant and outstanding stock of any corporate tenantLandlord); (iii) any subleasea sale/leaseback transaction by Landlord with respect to the entire Leased Property (subject to exclusions for assets that may not be transferred and that, assignment or transfer which would otherwise occur by operation of lawin the aggregate, merger, consolidation, reorganization, transfer or other significant change in corporate or proprietary structure; are de minimis) (ivprovided (x) the saleoverlandlord under the resulting xxxxxxxxx agrees that, assignment in the event of a termination of such xxxxxxxxx, this Lease shall continue in effect as a direct lease between such overlandlord and Tenant and (y) the xxxxxxxxx shall not impose any new, additional or transfer more onerous obligations on Tenant without Tenant’s prior written consent in Tenant’s sole discretion (and without limiting the generality of all the foregoing, the xxxxxxxxx shall not impose any additional monetary obligations (whether for payment of rents under such xxxxxxxxx or substantially otherwise) on Tenant), subject to and in accordance with all of the assets of Tenantprovisions, with or without the specific assignment of this Lease; and (v) a change in control in any partnership tenant; provided, however, the foregoing shall not be considered Transfers requiring Landlord's consent so long as Tenant or Guarantor is an entity whose outstanding stock is listed on a recognized security exchange, or if at least 80% of the voting stock of Tenant or Guarantor is owned by another entity, the voting stock of which is so listed. The acceptance by Landlord of any amounts following any transaction prohibited hereunder shall not be deemed to be a consent by Landlord nor shall the same be deemed to be a waiver of any right or remedy of Landlord hereunder. Consent to any such Transfer shall not operate as a waiver of the necessity for consent to any subsequent Transfer. If Landlord's consent is requested for a Transfer, Landlord shall have the right to terminate this Lease with respect to that portion of the Leased Premises for which such consent is requested, at the proposed effective date of such assignment, sublease or transfer, and enter into the relationship of Landlord and Tenant with the proposed assignee, subtenant, or transferee based on the rent (and/or other compensation) and term agreed to by such assignee, subtenant or transferee and otherwise upon the terms and conditions of this Lease. In connection ; (iv) any sale of any indirect interest in the Leased Property that does not change the identity of Landlord hereunder, including without limitation a participating interest in Landlord’s interest under this Lease or a sale of Landlord’s reversionary interest in the Leased Property so long as Landlord remains the only party with any proposed Transferauthority to bind Landlord under this Lease, Tenant shall promptly provide Landlord with fully executed copies of all documents and instruments related to the proposed Transfer. Notwithstanding the foregoing, Landlord's prior consent to or (v) a Transfer sale or transfer to an Affiliate of Xxxxx XxxxxLandlord or a joint venture entity in which any Affiliate of Landlord is the managing member or partner, Inc. shall so long as (x) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be required provided: transferred and that, in the aggregate, are de minimis) is owned by a single Person or multiple Affiliated Persons as tenants in common and (iy) the Transfer shall only be effective as long as the Affiliate receiving the Transfer is and at all times during the Lease Term remains such Person(s) execute(s) an Affiliate of Xxxxx Xxxxx, Inc.; (ii) neither Tenant nor Guarantor is released or relieved of any liability or obligations under this Lease or the Guarantee of Lease, or both, and each expressly reaffirms the foregoing to Landlord in writing; (iii) Tenant is not in default under or in breach assumption of this Lease; , the MLSA and all Lease/MLSA Related Agreements to which Landlord is a party, assuming all obligations of Landlord hereunder and thereunder (ivin the case of multiple Affiliated Persons, on a 85 joint and several basis), the form and substance of which assumption shall be reasonably satisfactory to Tenant and Landlord. Notwithstanding anything to the contrary herein, Landlord shall not sell, assign, transfer or convey the Leased Property, or assign this Lease, to (I) a Tenant notified Prohibited Person (as defined in the MLSA), (II) a Manager Prohibited Person (as defined in the MLSA), or (III) any Person that is associated with a Person who has been found “unsuitable”, denied a Gaming License or otherwise precluded from participation in the Gaming Industry by any Gaming Authority where such association would reasonably be expected to adversely affect, any of Tenant’s or its Affiliates’ Gaming Licenses or Tenant’s or its Affiliates’ then-current standing with any Gaming Authority. Any transfer by Landlord under this Article XVIII shall be subject to all applicable Legal Requirements, including any Gaming Regulations, and no such transfer shall be effective until any applicable approvals with respect to Gaming Regulations, if applicable, are obtained. Tenant shall attorn to and recognize any successor Landlord in writing of the Transfer to an Affiliate at least ten (10connection with any transfer(s) days prior to the Transferpermitted under this Article XVIII as Tenant’s “landlord”.
Appears in 1 contract
Samples: Lease (Vici Properties Inc.)
Transfers Generally. Tenant shall not Landlord may sell, assign, transfertransfer or convey, mortgagewithout Tenant’s consent, pledgethe entire Leased Property with respect to all of the Facilities hereunder or the entire Leased Property with respect to any individual Facility, hypothecatein each case, encumber or otherwise transfer in whole (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) but not in part (unless in part due to a transaction in which multiple Affiliates of a single Person (collectively, “Affiliated Persons”) will own the applicable Leased Property as tenants in common, but only if all such Affiliated Persons execute a joinder to either this Lease or any interest thereinthe applicable Severance Lease, nor sublease as applicable, as “Landlord”, on a joint and several basis, the whole form and substance of which joinder shall be reasonably satisfactory to Tenant and Landlord) to a single transferee (or multiple Affiliated Persons, as applicable) (such transferee, such tenants in common or any part other permitted transferee of this Lease, in each case, an “Acquirer”) and, in connection with such transaction, (a) if the subject transaction involves a sale, assignment, transfer or conveyance of the entire Leased Property, this Lease shall be assigned to the applicable Acquirer such that the Acquirer shall become successor Landlord as if an original party to this Lease, and (b) if the subject transaction involves a sale, assignment, transfer or conveyance of the Leased PremisesProperty with respect to an individual Facility (or, nor if at any time additional Facilities (other than the CPLV Facility and the HLV Facility) shall be included in this Lease, with respect to several Facilities but not all Facilities), (except as provided in the third (3rd) sentence of this Section 18.1) (A) this Lease shall remain in full force and effect with respect to the Facility(ies) not transferred to the Acquirer, and (B) a Severance Lease (and a Severance Guaranty), with the applicable Acquirer, shall be entered into with respect to the transferred Facility(ies) as described in Section 18.2 below. If Landlord (including any permitted successor Landlord) shall convey the entire Leased Property or any interest hereunder the entire Leased Property with respect to an individual Facility (or Facilities, as applicable) (subject, in each case, to exclusions for assets that may not be assignable or transferable by any process or proceeding transferred and that, in the aggregate, are de minimis) in accordance with the terms of any courtthis Lease, or otherwise (each other than as security for a debt, and the applicable Acquirer expressly assumes all obligations of Landlord arising after the date of the foregoing being a "Transfer"), without in each case first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned. Any such Transfer or transaction undertaken without Landlord's prior written consent shall be null and void. In determining whether to grant consent to a proposed Transferconveyance, Landlord may reasonably consider any relevant factor, including but not limited shall thereupon be released from all future liabilities and obligations of Landlord under this Lease with respect to the experience and business reputation of the proposed assignee, sublessee, or transferee in operating its business; whether the use transferred portion of the Leased Premises Property arising or accruing from and after the date of such conveyance or other transfer and all such future liabilities and obligations relating to such transferred Leased Property shall thereupon be binding upon such applicable Acquirer. Without limitation of the preceding provisions of this Section 18.1, any or all of the following shall be freely permitted to occur (and, for the Transfer is similar to that avoidance of Tenantdoubt, or otherwise reasonably satisfactory to Landlord and appropriate for a first-class high rise office building except in the Bellevue Central Business District; whether case of subclause (b) of the other party following clause (i), neither a Severance Lease nor a Severance Guaranty shall be required to be entered into with respect thereto): (i) any transfer of (a) the proposed Transfer is entire Leased Property or (b) the entire Leased Property with respect to an individual Facility to a person with whom Landlord is presently negotiating Fee Mortgagee (in each case, subject to exclusions for a lease of space assets that may not be transferred and that, in the Building or aggregate, are de minimis) in any other building owned by an Affiliate of Landlord; whether accordance with the other party to the proposed Transfer is a governmental agency or any party by whom any suit or action could be defended on the ground of sovereign immunity; notwithstanding that Tenant and/or others remain liable under the Lease, whether the proposed assignee, sublessee, or transferee has a net worth, and financial strength and credit record, satisfactory to Landlord (provided that if the financial condition of the proposed assignee, sublessee, or transferee is at least equal to the net worth of Tenant or Guarantor (whichever is greater) at the time terms of this Lease it shall be satisfactory to (including any transfer of the direct or indirect equity interests in Landlord), which transfer may include, without limitation, a transfer by foreclosure brought by the Fee Mortgagee or a transfer by a deed in lieu of foreclosure, assignment in lieu of foreclosure or other transaction in lieu of foreclosure; whether use (ii) a merger transaction or other similar disposition affecting Landlord REIT or a sale by Landlord REIT directly or indirectly involving the Leased Property (so long as (x) upon consummation of such transaction, all of the Leased Premises Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by the proposed assignee, sublessee, a single Person (or transferee will not violate or create any potential violation multiple Affiliated Persons as tenants in common) and (y) such surviving Person(s) execute(s) an assumption of any laws; whether the type this Lease and quality of the business to be operated or likely to be operated by the proposed assignee, sublessee, or transferee is consistent with the image of a first-class office building and whether it would be considered inappropriate for such an office building (provided that Tenant's use is deemed to be an appropriate use and business); and whether Landlord's consent might result in a breach of any other lease or agreement all Lease Related Agreements to which Landlord is a party. No Transfer shall relieve Tenant or Guarantor , assuming all obligations of any liability under this Lease or Guarantee Landlord hereunder and thereunder (if any) (in the case of Lease. A Transfer includesmultiple Affiliated Persons, without limitation (on a joint and several basis), the following form and substance of which assumption shall be deemed reasonably satisfactory to be deemed a "Transfer"): (i) a consolidation or merger of Tenant; (ii) a change in the ownership or voting rights of more than twenty-five percent (25%) of the issued Tenant and outstanding stock of any corporate tenantLandlord); (iii) any sublease, assignment or transfer which would otherwise occur a sale/leaseback transaction by operation of law, merger, consolidation, reorganization, transfer or other significant change in corporate or proprietary structure; (iv) the sale, assignment or transfer of all or substantially Landlord with respect to all of the Leased Property pertaining to any Facility or Facilities (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) (provided (x) the overlandlord under the resulting xxxxxxxxx agrees that, in the event of Tenanta termination of such xxxxxxxxx, with or without the specific assignment of this Lease; Lease shall continue in effect as a direct lease between such overlandlord and Tenant and (vy) a change the xxxxxxxxx shall not impose any new, additional or more onerous obligations on Tenant without Tenant’s prior written consent in control in any partnership tenant; provided, howeverTenant’s sole discretion (and without limiting the generality of the foregoing, the foregoing xxxxxxxxx shall not be considered Transfers requiring Landlord's consent so long as Tenant impose any additional monetary obligations (whether for payment of rents under such xxxxxxxxx or Guarantor is an entity whose outstanding stock is listed otherwise) on a recognized security exchangeTenant), or if at least 80% subject to and in accordance with all of the voting stock of Tenant or Guarantor is owned by another entityprovisions, the voting stock of which is so listed. The acceptance by Landlord of any amounts following any transaction prohibited hereunder shall not be deemed to be a consent by Landlord nor shall the same be deemed to be a waiver of any right or remedy of Landlord hereunder. Consent to any such Transfer shall not operate as a waiver of the necessity for consent to any subsequent Transfer. If Landlord's consent is requested for a Transfer, Landlord shall have the right to terminate this Lease with respect to that portion of the Leased Premises for which such consent is requested, at the proposed effective date of such assignment, sublease or transfer, and enter into the relationship of Landlord and Tenant with the proposed assignee, subtenant, or transferee based on the rent (and/or other compensation) and term agreed to by such assignee, subtenant or transferee and otherwise upon the terms and conditions of this Lease. In connection ; (iv) any sale of any indirect interest in the Leased Property in respect of any Facility or Facilities that does not change the identity of Landlord hereunder, including without limitation a participating interest in Landlord’s interest (or the interest of any of the fee owning entities comprising Landlord) under this Lease or a sale of Landlord’s (or any such fee owning entity’s or entities’) reversionary interest in the Leased Property (or the applicable Leased Property pertaining to any individual Facility) so long as Landlord remains the only party with any proposed Transferauthority to bind Landlord under this Lease, Tenant shall promptly provide Landlord with fully executed copies of all documents and instruments related to the proposed Transfer. Notwithstanding the foregoing, Landlord's prior consent to or (v) a Transfer sale or transfer to an Affiliate of Xxxxx XxxxxLandlord or a joint venture entity in which any Affiliate of Landlord is the managing member or partner, Inc. so long as (x) upon consummation of such transaction, all of the Leased Property (in the case of a sale or transfer of the Leased Property with respect to all of the Facilities), or all of the Leased Property pertaining to an individual Facility (in the case of a sale or transfer of the Leased Property with respect to an individual Facility) (subject, in each case, to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person or multiple Affiliated Persons as tenants in common and (y) such Person(s) execute(s) an assumption of this Lease and all Lease Related Agreements to which Landlord is a party, assuming all obligations of Landlord hereunder and thereunder (if any) (in the case of multiple Affiliated Persons, on a joint and several basis), the form and substance of which assumption shall be reasonably satisfactory to Tenant and Landlord. Notwithstanding anything to the contrary herein, Landlord shall not sell, assign, transfer or convey any Leased Property, or assign this Lease, to (I) a Tenant Prohibited Person or (II) any Person that is associated with a Person who has been found “unsuitable”, denied a Gaming License or otherwise precluded from participation in the Gaming Industry by any Gaming Authority where such association would reasonably be required provided: (i) the Transfer expected to adversely affect, any of Tenant’s or its Affiliates’ Gaming Licenses or Tenant’s or its Affiliates’ then-current standing with any Gaming Authority. Any transfer by Landlord under this Article XVIII shall only be subject to all applicable Legal Requirements, including any Gaming Regulations, and no such transfer shall be effective as long as the Affiliate receiving the Transfer is until any applicable approvals with respect to Gaming Regulations, if applicable, are obtained. Tenant shall attorn to and at all times during the Lease Term remains an Affiliate of Xxxxx Xxxxx, Inc.; (iirecognize any successor Landlord in connection with any transfer(s) neither Tenant nor Guarantor is released or relieved of any liability or obligations permitted under this Lease or the Guarantee of Lease, or both, and each expressly reaffirms the foregoing to Landlord in writing; (iii) Tenant is not in default under or in breach of this Lease; and (iv) Tenant notified Landlord in writing of the Transfer to an Affiliate at least ten (10) days prior Article XVIII as Tenant’s “landlord” with respect to the Transferapplicable Facility(ies).
Appears in 1 contract
Samples: And Attornment Agreement (Caesars Entertainment, Inc.)
Transfers Generally. Tenant shall not Landlord may sell, assign, transfertransfer or convey, mortgagewithout Tenant’s consent, pledgethe Leased Property, hypothecatein whole (subject to exclusions for assets that may not be transferred and that, encumber or otherwise transfer in the aggregate, are de minimis) but not in part (unless in part due to a transaction in which multiple Affiliates of a single Person (collectively, “Affiliated Persons”) will own the Leased Property as tenants in common, but only if this Lease or any interest thereinremains as a single, nor sublease the whole or any part of the Leased Premises, nor shall indivisible Lease and all such Affiliated Persons execute a joinder to this Lease or any interest hereunder be assignable or transferable by any process or proceeding as “Landlord”, on a joint and several basis, the form and substance of any court, or otherwise (each of the foregoing being a "Transfer"), without in each case first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned. Any such Transfer or transaction undertaken without Landlord's prior written consent joinder shall be null and void. In determining whether to grant consent to a proposed Transfer, Landlord may reasonably consider any relevant factor, including but not limited to the experience and business reputation of the proposed assignee, sublessee, or transferee in operating its business; whether the use of the Leased Premises following the Transfer is similar to that of Tenant, or otherwise reasonably satisfactory to Landlord Tenant and appropriate for Landlord) to a first-class high rise office building single transferee (or multiple Affiliated Persons, as applicable) (such transferee, such tenants in the Bellevue Central Business District; whether the other party to the proposed Transfer is a person with whom Landlord is presently negotiating for a lease of space in the Building common or in any other building owned by permitted transferee of this Lease, in each case, an “Acquirer”) and, in connection with such transaction, if the Acquirer is not an Affiliate of Landlord; whether , (a) Landlord shall amend the other party minimum capital expenditure requirements hereunder (such amendment to be limited solely to the proposed Transfer is a governmental agency amount of such minimum capital expenditure requirements) such that, in the aggregate such minimum capital expenditure requirements hereunder (taken together with the Minimum Cap Ex Requirements under and as defined in the Other Leases, after taking into consideration applicable reductions of the Minimum Cap Ex Requirements under and as defined in the Other Leases in the amount of the Minimum Cap Ex Reduction Amount), shall be no greater than the Minimum Cap Ex Requirements under this Lease and the Other Leases prior to such sale, assignment, transfer or any party by whom any suit or action could conveyance; and (b) such minimum capital expenditure requirements shall be defended calculated on the ground of sovereign immunity; notwithstanding that Tenant and/or others remain liable an individual, standalone basis under this Lease and under the Other Leases; except, however, the foregoing clauses (a) and (b) shall not apply to any transaction described in clause (iii) below. If Landlord (including any permitted successor Landlord) shall convey the Leased Property in accordance with the terms of this Lease, whether the proposed assignee, sublessee, or transferee has other than as security for a net worthdebt, and financial strength and credit record, satisfactory to the applicable Acquirer expressly assumes all obligations of Landlord (provided that if arising after the financial condition date of the proposed assigneeconveyance, sublesseeLandlord shall thereupon be released from all future liabilities and obligations of Landlord under this Lease arising or accruing from and after the date of such conveyance or other transfer and all such future liabilities and obligations shall thereupon be binding upon such applicable Acquirer. Without limitation of the preceding provisions of this Section 18.1, any or transferee is at least equal all of the following shall be freely permitted to occur: (i) any transfer of the net worth of Tenant or Guarantor Leased Property, in whole but not in part (whichever is greater) at subject to exclusions for assets that may not be transferred and that, in the time aggregate, are de minimis), to a Fee Mortgagee in accordance with the terms of this Lease it shall be satisfactory to (including any transfer of the direct or indirect equity interests in Landlord), which transfer may include, without limitation, a transfer by foreclosure brought by the Fee Mortgagee or a transfer by a deed in lieu of foreclosure, assignment in lieu of foreclosure or other transaction in lieu of foreclosure; whether use (ii) a merger transaction or other similar disposition affecting Landlord REIT or a sale by Landlord REIT directly or indirectly involving the Leased Property (so long as (x) upon consummation of such transaction, all of the Leased Premises Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by the proposed assignee, sublessee, a single Person (or transferee will not violate or create any potential violation multiple Affiliated Persons as tenants in common) and (y) such surviving Person(s) execute(s) an assumption of any laws; whether the type this Lease and quality of the business to be operated or likely to be operated by the proposed assignee, sublessee, or transferee is consistent with the image of a first-class office building and whether it would be considered inappropriate for such an office building (provided that Tenant's use is deemed to be an appropriate use and business); and whether Landlord's consent might result in a breach of any other lease or agreement all Lease Related Agreements to which Landlord is a party. No Transfer shall relieve Tenant or Guarantor , assuming all obligations of any liability under this Lease or Guarantee Landlord hereunder and thereunder (if any) (in the case of Lease. A Transfer includesmultiple Affiliated Persons, without limitation (on a joint and several basis), the following form and substance of which assumption shall be deemed reasonably satisfactory to be deemed a "Transfer"): (i) a consolidation or merger of Tenant; (ii) a change in the ownership or voting rights of more than twenty-five percent (25%) of the issued Tenant and outstanding stock of any corporate tenantLandlord); (iii) any subleasea sale/leaseback transaction by Landlord with respect to the entire Leased Property (subject to exclusions for assets that may not be transferred and that, assignment or transfer which would otherwise occur by operation of lawin the aggregate, merger, consolidation, reorganization, transfer or other significant change in corporate or proprietary structure; are de minimis) (ivprovided (x) the saleoverlandlord under the resulting xxxxxxxxx agrees that, assignment in the event of a termination of such xxxxxxxxx, this Lease shall continue in effect as a direct lease between such overlandlord and Tenant and (y) the xxxxxxxxx shall not impose any new, additional or transfer more onerous obligations on Tenant without Tenant’s prior written consent in Tenant’s sole discretion (and without limiting the generality of all the foregoing, the xxxxxxxxx shall not impose any additional monetary obligations (whether for payment of rents under such xxxxxxxxx or substantially otherwise) on Tenant), subject to and in accordance with all of the assets of Tenantprovisions, with or without the specific assignment of this Lease; and (v) a change in control in any partnership tenant; provided, however, the foregoing shall not be considered Transfers requiring Landlord's consent so long as Tenant or Guarantor is an entity whose outstanding stock is listed on a recognized security exchange, or if at least 80% of the voting stock of Tenant or Guarantor is owned by another entity, the voting stock of which is so listed. The acceptance by Landlord of any amounts following any transaction prohibited hereunder shall not be deemed to be a consent by Landlord nor shall the same be deemed to be a waiver of any right or remedy of Landlord hereunder. Consent to any such Transfer shall not operate as a waiver of the necessity for consent to any subsequent Transfer. If Landlord's consent is requested for a Transfer, Landlord shall have the right to terminate this Lease with respect to that portion of the Leased Premises for which such consent is requested, at the proposed effective date of such assignment, sublease or transfer, and enter into the relationship of Landlord and Tenant with the proposed assignee, subtenant, or transferee based on the rent (and/or other compensation) and term agreed to by such assignee, subtenant or transferee and otherwise upon the terms and conditions of this Lease. In connection ; (iv) any sale of any indirect interest in the Leased Property that does not change the identity of Landlord hereunder, including without limitation a participating interest in Landlord’s interest under this Lease or a sale of Landlord’s reversionary interest in the Leased Property so long as Landlord remains the only party with any proposed Transferauthority to bind Landlord under this Lease, Tenant shall promptly provide Landlord with fully executed copies of all documents and instruments related to the proposed Transfer. Notwithstanding the foregoing, Landlord's prior consent to or (v) a Transfer sale or transfer to an Affiliate of Xxxxx XxxxxLandlord or a joint venture entity in which any Affiliate of Landlord is the managing member or partner, Inc. so long as (x) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person or multiple Affiliated Persons as tenants in common and (y) such Person(s) execute(s) an assumption of this Lease and all Lease Related Agreements to which Landlord is a party, assuming all obligations of Landlord hereunder and thereunder (if any) (in the case of multiple Affiliated Persons, on a joint and several basis), the form and substance of which assumption shall be reasonably satisfactory to Tenant and Landlord. Notwithstanding anything to the contrary herein, Landlord shall not sell, assign, transfer or convey the Leased Property, or assign this Lease, to (I) a Tenant Prohibited Person or (II) any Person that is associated with a Person who has been found “unsuitable”, denied a Gaming License or otherwise precluded from participation in the Gaming Industry by any Gaming Authority where such association would reasonably be required provided: (i) the Transfer expected to adversely affect, any of Tenant’s or its Affiliates’ Gaming Licenses or Tenant’s or its Affiliates’ then-current standing with any Gaming Authority. Any transfer by Landlord under this Article XVIII shall only be subject to all applicable Legal Requirements, including any Gaming Regulations, and no such transfer shall be effective as long as the Affiliate receiving the Transfer is until any applicable approvals with respect to Gaming Regulations, if applicable, are obtained. Tenant shall attorn to and at all times during the Lease Term remains an Affiliate of Xxxxx Xxxxx, Inc.; (iirecognize any successor Landlord in connection with any transfer(s) neither Tenant nor Guarantor is released or relieved of any liability or obligations permitted under this Lease or the Guarantee of Lease, or both, and each expressly reaffirms the foregoing to Landlord in writing; (iii) Tenant is not in default under or in breach of this Lease; and (iv) Tenant notified Landlord in writing of the Transfer to an Affiliate at least ten (10) days prior Article XVIII as Tenant’s “landlord” with respect to the TransferFacility.
Appears in 1 contract
Samples: And Attornment Agreement (Caesars Entertainment, Inc.)
Transfers Generally. Tenant shall not Landlord may sell, assign, transfertransfer or convey, mortgagewithout Tenant’s consent, pledgethe Leased Property, hypothecatein whole (subject to exclusions for assets that may not be transferred and that, encumber or otherwise transfer in the aggregate, are de minimis) but not in part (unless in part due to a transaction in which multiple Affiliates of a single Person (collectively, “Affiliated Persons”) will own the Leased Property as tenants in common, but only if this Lease remains as a single, indivisible Lease and all such Affiliated Persons execute a joinder to this Lease as “Landlord”, on a joint and several basis, the form and substance of which joinder shall be reasonably satisfactory to Tenant and Landlord) to a single transferee (such transferee, such tenants in common or any interest thereinother permitted transferee of this Lease, nor sublease in each case, (an “Acquirer”) and, in connection with such transaction, this Lease shall be assigned to the whole applicable Acquirer such that the Acquirer shall become successor Landlord as if an original party to this Lease. If Landlord (including any permitted successor Landlord) shall convey the entire Leased Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) in accordance with the terms of this Lease, other than as security for a debt, and the applicable Acquirer expressly assumes all obligations of Landlord arising after the date of the conveyance, Landlord shall thereupon be released from all future liabilities and obligations of Landlord under this Lease arising or accruing from and after the date of such conveyance or other transfer and all such future liabilities and obligations shall thereupon be binding upon such applicable Acquirer. Without limitation of the preceding provisions of this Section 18.1, any part or all of the following shall be freely permitted to occur: (i) any transfer of the Leased PremisesProperty, nor shall in whole but not in part (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis), to a Fee Mortgagee (in each case, subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) in accordance with the terms of this Lease or (including any interest hereunder be assignable or transferable by any process or proceeding of any court, or otherwise (each transfer of the foregoing being a "Transfer"direct or indirect equity interests in Landlord), which transfer may include, without limitation, a transfer by foreclosure brought by the Fee Mortgagee or a transfer by a deed in each case first obtaining lieu of foreclosure, assignment in lieu of foreclosure or other transaction in lieu of foreclosure; (ii) a merger transaction or other similar disposition affecting Landlord REIT or a sale by Landlord REIT directly or indirectly involving the prior written consent Leased Property (so long as (x) upon consummation of Landlordsuch transaction, which consent shall not be unreasonably withheld, delayed or conditioned. Any such Transfer or transaction undertaken without Landlord's prior written consent shall be null and void. In determining whether to grant consent to a proposed Transfer, Landlord may reasonably consider any relevant factor, including but not limited to the experience and business reputation of the proposed assignee, sublessee, or transferee in operating its business; whether the use all of the Leased Premises following the Transfer is similar Property (subject to exclusions for assets that of Tenantmay not be transferred and that, or otherwise reasonably satisfactory to Landlord and appropriate for a first-class high rise office building in the Bellevue Central Business District; whether the other party to the proposed Transfer aggregate, are de minimis) is a person with whom Landlord is presently negotiating for a lease of space in the Building or in any other building owned by a single Person (or multiple Affiliated Persons as tenants in common) and (y) such surviving Person(s) execute(s) an Affiliate assumption of Landlord; whether the other party to the proposed Transfer is a governmental agency or any party by whom any suit or action could be defended on the ground of sovereign immunity; notwithstanding that Tenant and/or others remain liable under the this Lease, whether the proposed assignee, sublessee, or transferee has a net worth, MLSA and financial strength and credit record, satisfactory to Landlord (provided that if the financial condition of the proposed assignee, sublessee, or transferee is at least equal to the net worth of Tenant or Guarantor (whichever is greater) at the time of this Lease it shall be satisfactory to Landlord); whether use of the Leased Premises by the proposed assignee, sublessee, or transferee will not violate or create any potential violation of any laws; whether the type and quality of the business to be operated or likely to be operated by the proposed assignee, sublessee, or transferee is consistent with the image of a first-class office building and whether it would be considered inappropriate for such an office building (provided that Tenant's use is deemed to be an appropriate use and business); and whether Landlord's consent might result in a breach of any other lease or agreement all Lease/MLSA Related Agreements to which Landlord is a party. No Transfer shall relieve Tenant or Guarantor , assuming all obligations of any liability under this Lease or Guarantee Landlord hereunder and thereunder) (in the case of Lease. A Transfer includesmultiple Affiliated Persons, without limitation (on a joint and several basis), the following form and substance of which assumption shall be deemed reasonably satisfactory to be deemed a "Transfer"): (i) a consolidation or merger of Tenant; (ii) a change in the ownership or voting rights of more than twenty-five percent (25%) of the issued Tenant and outstanding stock of any corporate tenantLandlord); (iii) any subleasea sale/leaseback transaction by Landlord with respect to the entire Leased Property (subject to exclusions for assets that may not be transferred and that, assignment or transfer which would otherwise occur by operation of lawin the aggregate, merger, consolidation, reorganization, transfer or other significant change in corporate or proprietary structure; are de minimis) (ivprovided (x) the saleoverlandlord under the resulting xxxxxxxxx agrees that, assignment in the event of a termination of such xxxxxxxxx, this Lease shall continue in effect as a direct lease between such overlandlord and Tenant and (y) the xxxxxxxxx shall not impose any new, additional or transfer more onerous obligations on Tenant without Tenant’s prior written consent in Tenant’s sole discretion (and without limiting the generality of all the foregoing, the xxxxxxxxx shall not impose any additional monetary obligations (whether for payment of rents under such xxxxxxxxx or substantially otherwise) on Tenant), subject to and in accordance with all of the assets of Tenantprovisions, with or without the specific assignment of this Lease; and (v) a change in control in any partnership tenant; provided, however, the foregoing shall not be considered Transfers requiring Landlord's consent so long as Tenant or Guarantor is an entity whose outstanding stock is listed on a recognized security exchange, or if at least 80% of the voting stock of Tenant or Guarantor is owned by another entity, the voting stock of which is so listed. The acceptance by Landlord of any amounts following any transaction prohibited hereunder shall not be deemed to be a consent by Landlord nor shall the same be deemed to be a waiver of any right or remedy of Landlord hereunder. Consent to any such Transfer shall not operate as a waiver of the necessity for consent to any subsequent Transfer. If Landlord's consent is requested for a Transfer, Landlord shall have the right to terminate this Lease with respect to that portion of the Leased Premises for which such consent is requested, at the proposed effective date of such assignment, sublease or transfer, and enter into the relationship of Landlord and Tenant with the proposed assignee, subtenant, or transferee based on the rent (and/or other compensation) and term agreed to by such assignee, subtenant or transferee and otherwise upon the terms and conditions of this Lease. In connection ; (iv) any sale of any indirect interest in the Leased Property that does not change the identity of Landlord hereunder, including without limitation a participating interest in Landlord’s interest under this Lease or a sale of Landlord’s reversionary interest in the Leased Property so long as Landlord remains the only party with any proposed Transferauthority to bind the Landlord under this Lease, Tenant shall promptly provide Landlord with fully executed copies of all documents and instruments related to the proposed Transfer. Notwithstanding the foregoing, Landlord's prior consent to or (v) a Transfer sale or transfer to an Affiliate of Xxxxx XxxxxLandlord or a joint venture entity in which any Affiliate of Landlord is the managing member or partner, Inc. shall so long as (x) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be required provided: transferred and that, in the aggregate, are de minimis) is owned by a single Person or multiple Affiliated Persons as tenants in common and (iy) the Transfer shall only be effective as long as the Affiliate receiving the Transfer is and at all times during the Lease Term remains such Person(s) execute(s) an Affiliate of Xxxxx Xxxxx, Inc.; (ii) neither Tenant nor Guarantor is released or relieved of any liability or obligations under this Lease or the Guarantee of Lease, or both, and each expressly reaffirms the foregoing to Landlord in writing; (iii) Tenant is not in default under or in breach assumption of this Lease; , the MLSA and all Lease/MLSA Related Agreements to which Landlord is a party, assuming all obligations of Landlord hereunder and thereunder (ivin the case of multiple Affiliated Persons, on a joint and several basis), the form and substance of which assumption shall be reasonably satisfactory to Tenant and Landlord. Notwithstanding anything to the contrary herein, Landlord shall not sell, assign, transfer or convey the Leased Property, or assign this Lease, to (I) a Tenant notified Prohibited Person (as defined in the MLSA), (II) a Manager Prohibited Person (as defined in the MLSA), or (III) any Person that is associated with a Person who has been found “unsuitable”, denied a Gaming License or otherwise precluded from participation in the Gaming Industry by any Gaming Authority where such association would reasonably be expected to adversely affect, any of Tenant’s or its Affiliates’ Gaming Licenses or Tenant’s or its Affiliates’ then-current standing with any Gaming Authority. Any transfer by Landlord under this Article XVIII shall be subject to all applicable Legal Requirements, including any Gaming Regulations, and no such transfer shall be effective until any applicable approvals with respect to Gaming Regulations, if applicable, are obtained. Tenant shall attorn to and recognize any successor Landlord in writing of the Transfer to an Affiliate at least ten (10connection with any transfer(s) days prior to the Transferpermitted under this Article XVIII as Tenant’s “landlord”.
Appears in 1 contract
Transfers Generally. Tenant shall not Landlord may sell, assign, transfertransfer or convey, mortgagewithout Tenant’s consent, pledgethe Leased Property, hypothecatein whole (subject to exclusions for assets that may not be transferred and that, encumber or otherwise transfer in the aggregate, are de minimis) but not in part (unless in part due to a transaction in which multiple Affiliates of a single Person (collectively, “Affiliated Persons”) will own the Leased Property as tenants in common, but only if this Lease or any interest thereinremains as a single, nor sublease the whole or any part of the Leased Premises, nor shall indivisible Lease and all such Affiliated Persons execute a joinder to this Lease or any interest hereunder be assignable or transferable by any process or proceeding as “Landlord”, on a joint and several basis, the form and substance of any court, or otherwise (each of the foregoing being a "Transfer"), without in each case first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned. Any such Transfer or transaction undertaken without Landlord's prior written consent joinder shall be null and void. In determining whether to grant consent to a proposed Transfer, Landlord may reasonably consider any relevant factor, including but not limited to the experience and business reputation of the proposed assignee, sublessee, or transferee in operating its business; whether the use of the Leased Premises following the Transfer is similar to that of Tenant, or otherwise reasonably satisfactory to Landlord Tenant and appropriate for Landlord) to a first-class high rise office building single transferee (such transferee, such tenants in the Bellevue Central Business District; whether the other party to the proposed Transfer is a person with whom Landlord is presently negotiating for a lease of space in the Building common or in any other building owned by permitted transferee of this Lease, in each case, an “Acquirer”) and, in connection with such transaction, if the Acquirer is not an Affiliate of Landlord; whether , (a) Landlord shall amend the other party minimum capital expenditure requirements hereunder (such amendment to be limited solely to the proposed Transfer is a governmental agency amount of such minimum capital expenditure requirements) such that, in the aggregate such minimum capital expenditure requirements hereunder (taken together with the Minimum Cap Ex Requirements under and as defined in the Other Leases, after taking into consideration applicable reductions of the Minimum Cap Ex Requirements under and as defined in the Other Leases in the amount of the Minimum Cap Ex Reduction Amount), shall be no greater than the Minimum Cap Ex Requirements under this Lease and the Other Leases prior to such sale, assignment, transfer or any party by whom any suit or action could conveyance; and (b) such minimum capital expenditure requirements shall be defended calculated on the ground of sovereign immunity; notwithstanding that Tenant and/or others remain liable an individual, standalone basis under this Lease and under the Other Leases; except, however, the foregoing clauses (a) and (b) shall not apply to any transaction described in clause (iii) below. If Landlord (including any permitted successor Landlord) shall convey the Leased Property in accordance with the terms of this Lease, whether the proposed assignee, sublessee, or transferee has other than as security for a net worthdebt, and financial strength and credit record, satisfactory to the applicable Acquirer expressly assumes all obligations of Landlord (provided that if arising after the financial condition date of the proposed assigneeconveyance, sublesseeLandlord shall thereupon be released from all future liabilities and obligations of Landlord under this Lease arising or accruing from and after the date of such conveyance or other transfer and all such future liabilities and obligations shall thereupon be binding upon such applicable Acquirer. Without limitation of the preceding provisions of this Section 18.1, any or transferee is at least equal all of the following shall be freely permitted to occur: (i) any transfer of the net worth of Tenant or Guarantor Leased Property, in whole but not in part (whichever is greater) at subject to exclusions for assets that may not be transferred and that, in the time aggregate, are de minimis), to a Fee Mortgagee in accordance with the terms of this Lease it shall be satisfactory to (including any transfer of the direct or indirect equity interests in Landlord), which transfer may include, without limitation, a transfer by foreclosure brought by the Fee Mortgagee or a transfer by a deed in lieu of foreclosure, assignment in lieu of foreclosure or other transaction in lieu of foreclosure; whether use (ii) a merger transaction or other similar disposition affecting Landlord REIT or a sale by Landlord REIT directly or indirectly involving the Leased Property (so long as (x) upon consummation of such transaction, all of the Leased Premises Property (subject to exclusions for assets that may not be transferred and that, in the aggregate, are de minimis) is owned by a single Person (or multiple Affiliated Persons as tenants in common) and (y) such surviving Person(s) execute(s) an assumption of this Lease, the proposed assignee, sublessee, or transferee will not violate or create any potential violation of any laws; whether the type MLSA and quality of the business to be operated or likely to be operated by the proposed assignee, sublessee, or transferee is consistent with the image of a first-class office building and whether it would be considered inappropriate for such an office building (provided that Tenant's use is deemed to be an appropriate use and business); and whether Landlord's consent might result in a breach of any other lease or agreement all Lease/MLSA Related Agreements to which Landlord is a party. No Transfer shall relieve Tenant or Guarantor , assuming all obligations of any liability under this Lease or Guarantee Landlord hereunder and thereunder) (in the case of Lease. A Transfer includesmultiple Affiliated Persons, without limitation (on a joint and several basis), the following form and substance of which assumption shall be deemed reasonably satisfactory to be deemed a "Transfer"): (i) a consolidation or merger of Tenant; (ii) a change in the ownership or voting rights of more than twenty-five percent (25%) of the issued Tenant and outstanding stock of any corporate tenantLandlord); (iii) any subleasea sale/leaseback transaction by Landlord with respect to the entire Leased Property (subject to exclusions for assets that may not be transferred and that, assignment or transfer which would otherwise occur by operation of lawin the aggregate, merger, consolidation, reorganization, transfer or other significant change in corporate or proprietary structure; are de minimis) (ivprovided (x) the saleoverlandlord under the resulting xxxxxxxxx agrees that, assignment in the event of a termination of such xxxxxxxxx, this Lease shall continue in effect as a direct lease between such overlandlord and Tenant and (y) the xxxxxxxxx shall not impose any new, additional or transfer more onerous obligations on Tenant without Tenant’s prior written consent in Tenant’s sole discretion (and without limiting the generality of all the foregoing, the xxxxxxxxx shall not impose any additional monetary obligations (whether for payment of rents under such xxxxxxxxx or substantially otherwise) on Tenant), subject to and in accordance with all of the assets of Tenantprovisions, with or without the specific assignment of this Lease; and (v) a change in control in any partnership tenant; provided, however, the foregoing shall not be considered Transfers requiring Landlord's consent so long as Tenant or Guarantor is an entity whose outstanding stock is listed on a recognized security exchange, or if at least 80% of the voting stock of Tenant or Guarantor is owned by another entity, the voting stock of which is so listed. The acceptance by Landlord of any amounts following any transaction prohibited hereunder shall not be deemed to be a consent by Landlord nor shall the same be deemed to be a waiver of any right or remedy of Landlord hereunder. Consent to any such Transfer shall not operate as a waiver of the necessity for consent to any subsequent Transfer. If Landlord's consent is requested for a Transfer, Landlord shall have the right to terminate this Lease with respect to that portion of the Leased Premises for which such consent is requested, at the proposed effective date of such assignment, sublease or transfer, and enter into the relationship of Landlord and Tenant with the proposed assignee, subtenant, or transferee based on the rent (and/or other compensation) and term agreed to by such assignee, subtenant or transferee and otherwise upon the terms and conditions of this Lease. In connection ; (iv) any sale of any indirect interest in the Leased Property that does not change the identity of Landlord hereunder, including without limitation a participating interest in Landlord’s interest under this Lease or a sale of Landlord’s reversionary interest in the Leased Property so long as Landlord remains the only party with any proposed Transferauthority to bind Landlord under this Lease, Tenant shall promptly provide Landlord with fully executed copies of all documents and instruments related to the proposed Transfer. Notwithstanding the foregoing, Landlord's prior consent to or (v) a Transfer sale or transfer to an Affiliate of Xxxxx XxxxxLandlord or a joint venture entity in which any Affiliate of Landlord is the managing member or partner, Inc. shall so long as (x) upon consummation of such transaction, all of the Leased Property (subject to exclusions for assets that may not be required provided: transferred and that, in the aggregate, are de minimis) is owned by a single Person or multiple Affiliated Persons as tenants in common and (iy) the Transfer shall only be effective as long as the Affiliate receiving the Transfer is and at all times during the Lease Term remains such Person(s) execute(s) an Affiliate of Xxxxx Xxxxx, Inc.; (ii) neither Tenant nor Guarantor is released or relieved of any liability or obligations under this Lease or the Guarantee of Lease, or both, and each expressly reaffirms the foregoing to Landlord in writing; (iii) Tenant is not in default under or in breach assumption of this Lease; , the MLSA and all Lease/MLSA Related Agreements to which Landlord is a party, assuming all obligations of Landlord hereunder and thereunder (ivin the case of multiple Affiliated Persons, on a joint and several basis), the form and substance of which assumption shall be reasonably satisfactory to Tenant and Landlord. Notwithstanding anything to the contrary herein, Landlord shall not sell, assign, transfer or convey the Leased Property, or assign this Lease, to (I) a Tenant notified Prohibited Person (as defined in the MLSA), (II) a Manager Prohibited Person (as defined in the MLSA), or (III) any Person that is associated with a Person who has been found “unsuitable”, denied a Gaming License or otherwise precluded from participation in the Gaming Industry by any Gaming Authority where such association would reasonably be expected to adversely affect, any of Tenant’s or its Affiliates’ Gaming Licenses or Tenant’s or its Affiliates’ then-current standing with any Gaming Authority. Any transfer by Landlord under this Article XVIII shall be subject to all applicable Legal Requirements, including any Gaming Regulations, and no such transfer shall be effective until any applicable approvals with respect to Gaming Regulations, if applicable, are obtained. Tenant shall attorn to and recognize any successor Landlord in writing of the Transfer to an Affiliate at least ten (10connection with any transfer(s) days prior to the Transferpermitted under this Article XVIII as Tenant’s “landlord”.
Appears in 1 contract
Samples: Lease (CAESARS ENTERTAINMENT Corp)
Transfers Generally. Tenant shall not assign, transfer, mortgage, pledge, hypothecate, encumber or otherwise transfer this Lease or any interest therein, nor sublease (a) Lender reserves the whole or any part of right to condition the Leased Premises, nor shall this Lease or any interest consent required hereunder be assignable or transferable by any process or proceeding of any court, or otherwise (each of the foregoing being a "Transfer"), without in each case first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned. Any such Transfer or transaction undertaken without Landlord's prior written consent shall be null and void. In determining whether to grant consent to a proposed Transfer, Landlord may reasonably consider any relevant factor, including but not limited to the experience and business reputation of the proposed assignee, sublessee, or transferee in operating its business; whether the use of the Leased Premises following the Transfer is similar to that of Tenant, or otherwise reasonably satisfactory to Landlord and appropriate for a first-class high rise office building in the Bellevue Central Business District; whether the other party to the proposed Transfer is a person with whom Landlord is presently negotiating for a lease of space in the Building or in any other building owned by an Affiliate of Landlord; whether the other party to the proposed Transfer is a governmental agency or any party by whom any suit or action could be defended on the ground of sovereign immunity; notwithstanding that Tenant and/or others remain liable under the Lease, whether the proposed assignee, sublessee, or transferee has a net worth, and financial strength and credit record, satisfactory to Landlord (provided that if the financial condition of the proposed assignee, sublessee, or transferee is at least equal to the net worth of Tenant or Guarantor (whichever is greater) at the time of this Lease it shall be satisfactory to Landlord); whether use of the Leased Premises by the proposed assignee, sublessee, or transferee will not violate or create any potential violation of any laws; whether the type and quality of the business to be operated or likely to be operated by the proposed assignee, sublessee, or transferee is consistent with the image of a first-class office building and whether it would be considered inappropriate for such an office building (provided that Tenant's use is deemed to be an appropriate use and business); and whether Landlord's consent might result in a breach of any other lease or agreement to which Landlord is a party. No Transfer shall relieve Tenant or Guarantor of any liability under this Lease or Guarantee of Lease. A Transfer includes, without limitation (and the following shall be deemed to be deemed a "Transfer"): upon (i) (other than in connection with a consolidation Transfer under Section 5.2.11 above) a modification of the terms hereof and of the Mortgage, the Note or merger of Tenantthe other Loan Documents; (ii) a change in an assumption of this Agreement, the ownership or voting rights of more than twenty-five percent (25%) of Note, the issued Mortgage and outstanding stock of any corporate tenantthe other Loan Documents as so modified by the proposed transferee; (iii) payment of all of Lender’s expenses incurred in connection with such transfer including, without limitation, the cost of any subleasethird party reports, assignment legal fees, rating agency approval or transfer which would otherwise occur by operation of law, merger, consolidation, reorganization, transfer or other significant change in corporate or proprietary structurerequired legal opinions; (iv) the salepayment of an assumption fee equal to $250,000, assignment or transfer of all or substantially all of the assets of Tenant, with or without the specific assignment of this Lease; and (v) the delivery of a change nonconsolidation opinion reflecting the proposed transfer satisfactory in control form and substance to Lender; (f) the proposed transferee’s continued compliance with the representations and covenants set forth herein and the other Loan Documents; (vi) the delivery of evidence satisfactory to Lender that the single purpose nature and bankruptcy remoteness of Borrower, its shareholders, partners or members, as the case may be, following such transfers are in accordance with the then current standards of Lender and the Rating Agencies; (vii) prior to any partnership tenant; providedrelease of Guarantor, howevera substitute Person(s) reasonably acceptable to Lender shall have assumed the Guaranty and Environmental Indemnity Agreement or executed a replacement guaranty reasonably satisfactory to Lender, (viii) a confirmation in writing from the applicable Rating Agencies to the effect that such transfer and the release referred to in clause (vii) will not result in a downgrade, withdrawal or qualification of the respective ratings in effect immediately prior to such Transfer for the Securities issued in connection with the Securitization which are then outstanding, or (ix) (other than in connection with a transfer under Section 5.2.11) such other conditions as Lender shall determine to be in the interest of Lender, including, without limitation, the foregoing shall not be considered Transfers requiring Landlord's consent so long as Tenant or Guarantor is an entity whose outstanding stock is listed on a recognized security exchangecreditworthiness, or if at least 80% reputation and qualifications of the voting stock of Tenant or Guarantor is owned by another entity, the voting stock of which is so listed. The acceptance by Landlord of any amounts following any transaction prohibited hereunder shall not be deemed to be a consent by Landlord nor shall the same be deemed to be a waiver of any right or remedy of Landlord hereunder. Consent to any such Transfer shall not operate as a waiver of the necessity for consent to any subsequent Transfer. If Landlord's consent is requested for a Transfer, Landlord shall have the right to terminate this Lease transferee with respect to that portion of the Leased Premises for which such consent is requested, at Loan and the proposed effective date of such assignment, sublease or transfer, and enter into the relationship of Landlord and Tenant with the proposed assignee, subtenant, or transferee based on the rent (and/or other compensation) and term agreed to by such assignee, subtenant or transferee and otherwise upon the terms and conditions of this LeaseProperty. In connection with any proposed Transfer, Tenant shall promptly provide Landlord with fully executed copies of all documents and instruments related to the proposed Transfer. Notwithstanding the foregoing, Landlord's prior consent to a Transfer to an Affiliate of Xxxxx Xxxxx, Inc. Lender shall not be required provided: (i) to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Transfer shall only be effective as long as the Affiliate receiving the Transfer is Debt immediately due and at all times during the Lease Term remains an Affiliate of Xxxxx Xxxxxpayable upon Borrower’s sale, Inc.; (ii) neither Tenant nor Guarantor is released or relieved of any liability or obligations under this Lease or the Guarantee of Leaseconveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or bothtransfer of the Property or any portion thereof without Lender’s consent. This provision shall apply to every sale, and each expressly reaffirms mortgage, grant, bargain, encumbrance, pledge, assignment, or Transfer of the foregoing Property or any portion thereof regardless of whether voluntary or not, or whether or not Lender has consented to Landlord in writingany previous sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the Property or any portion thereof; provided, however that this Section 5.2.12 shall not apply to any transfers made pursuant to clauses (iiic) Tenant is not in default under or in breach of this Lease; and (ivd) Tenant notified Landlord in writing of the Transfer to an Affiliate at least ten (10) days prior to the TransferSection 5.2.10 above.
Appears in 1 contract
