Assignment and Subletting. Without Landlord's prior written consent, Tenant shall not assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), without the prior written consent of Landlord. Tenant shall reimburse Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with any assignment or sublease. Upon Landlord's receipt of Tenant's written notice of a desire to assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunder.
Appears in 8 contracts
Samples: Lease Agreement (Adams Golf Inc), Lease Agreement (Adams Golf Inc), Lease Agreement (Winsonic Digital Media Group LTD)
Assignment and Subletting. Without Landlord's prior written consent, which Landlord shall not unreasonably withhold, Tenant shall not assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), without the prior written consent of Landlord. Tenant shall reimburse Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with any assignment or sublease. Upon Landlord's receipt of Tenant's written notice of a desire to assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. Notwithstanding any assignment or sublettingIf Landlord so terminates the Lease, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for Landlord may enter into a lease directly with the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a proposed sublessee or assignee (or a combination of the rental payable under such assignee. Tenant may withdraw its notice to sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay assign by notifying Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this after Landlord has given Tenant notice of such termination, in which case the Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, not terminate but shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereundercontinue.
Appears in 5 contracts
Samples: Lease Agreement (Onsale Inc), Lease Agreement (Atroad Inc), Lease Agreement (Intervideo Inc)
Assignment and Subletting. Without Landlord's ’s prior written consent, Tenant shall not assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "“Tenant Affiliate"”), without the prior written consent of Landlord. Tenant shall reimburse Landlord for all of Landlord's ’s reasonable out-of-pocket expenses in connection with any assignment or sublease. Upon Landlord's ’s receipt of Tenant's ’s written notice of a desire to assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's ’s notice, terminate this Lease with respect to the space described in Tenant's ’s notice, as of the date specified in Tenant's ’s notice for the commencement of the proposed assignment or sublease. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's ’s obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's ’s other obligations under this Lease (regardless of whether Landlord's ’s approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's ’s leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunder.
Appears in 4 contracts
Samples: Lease Agreement (Liquidity Services Inc), Lease Agreement (Sanfilippo John B & Son Inc), Lease Agreement (Sanfilippo John B & Son Inc)
Assignment and Subletting. Without Landlord's prior written consent, Tenant shall not assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraphParagraph, a direct or indirect transfer of substantially all of the ownership interests controlling or the control of Tenant shall be deemed an assignment of this Lease unless Lease. Landlord agrees not to unreasonably withhold consent to a transfer if the transferee is a subsidiary or parent company of Tenant and such ownership interests are publicly traded. Notwithstanding the abovetransferee has a financial condition, Tenant may assign creditworthiness and business reputation equal to or sublet the Premises, or any part thereof, to any entity controlling greater than that of Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), without the prior written consent of Landlord's. Tenant shall reimburse Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with any assignment or sublease. Upon Landlord's receipt of Tenant's written notice of a desire to assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate)thereof, Landlord may, by giving written notice to Tenant within 30 thirty (30) days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent Rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental Rent payable under this Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent Additional Rent hereunder all such excess rental and other excess consideration within 10 ten (10) days following receipt thereof by Tenant. Without in any way limiting Landlord's right to refuse to consent to any assignment or subletting of this Lease, Landlord reserves the right to refuse to give such consent if in Landlord's opinion (i) the Premises may be in any way adversely affected; (ii) the business reputation of the proposed assignee or subtenant is unacceptable; or (iii) the financial worth or creditworthiness of the proposed assignee or subtenant is less than that of Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, pledge or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent Rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraphParagraph, apply the amount collected to the next rent Rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or Rent for application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, duties or obligations hereunder.
Appears in 4 contracts
Samples: Lease (Blue Rhino Corp), Lease (Blue Rhino Corp), Lease (Blue Rhino Corp)
Assignment and Subletting. Without Landlord's prior written consentA. Tenant agrees not to assign, Tenant shall not assign sublet, license, mortgage or encumber this Lease or sublease the Premises or any part thereof or mortgageAgreement, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenantwhether by voluntary act, controlled by Tenant operation of law, or under common control with Tenant (a "Tenant Affiliate")otherwise, without the specific prior written consent of LandlordLandlord in each instance, which Landlord shall not unreasonably withhold, condition or delay. If Tenant is a corporation, partnership or other legal entity, transfer of a controlling interest of Tenant shall reimburse be considered an assignment of this Lease Agreement for purposes of this Article, provided, however, an assignment or sublet to an affiliate will not require Landlord’s consent. Consent by Landlord for all in one such instance shall not be a waiver of Landlord's reasonable ’s rights under this Article as to requiring consent for any subsequent instance. In connection with any assignment of this Lease Agreement or subletting of the Premises made or requested by Tenant, Tenant shall pay Landlord (i) a processing fee of $500.00 and (ii) all out-of-pocket expenses in connection with any assignment costs incurred by Landlord, including reasonable attorneys’ fees. In the event Tenant desires to sublet a part or sublease. Upon Landlord's receipt all of Tenant's written notice of a desire to assign or sublet the Premises, or any part thereof (other than to a assign this Lease Agreement, Tenant Affiliate), Landlord may, by giving shall give written notice to Landlord at least thirty (30) days prior to the proposed subletting or assignment, which notice shall state the name of the proposed subtenant or assignee, the terms of any sublease or assignment documents and copies of financial reports or other relevant financial information of the proposed subtenant or assignee. If any Tenant within 30 days after receipt of Tenant's noticedefault has occurred under this Lease, terminate this Lease any and all payments by the proposed assignee or subtenant with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment or subleasesublease shall be paid directly to Landlord. Notwithstanding In any event no assignment or subletting, subletting shall release Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of its obligation to pay the rent and for compliance with to perform all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall to be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default performed by Tenant hereunder for the Term of this Lease Agreement. The acceptance of rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. At Landlord’s option, Landlord may collect rent from terminate the assignee, sublessee, mortgagee, pledgee, party Lease Agreement in lieu of giving its consent to whom any proposed assignment of this Lease Agreement or subletting of the leasehold interest was hypothecated, concessionee Premises (which termination may be contingent upon the execution of a new lease with the proposed assignee or licensee or other occupant and, except to the extent set forth subtenant); provided that this recapture right will only apply in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection instances of rent or application thereof by Landlord, however, shall be deemed a waiver an assignment of these provisions Lease or a release sublease of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunderentire Premises for the entire remaining term.
Appears in 3 contracts
Samples: Lease Agreement, Lease Agreement (Virtual Radiologic CORP), Lease Agreement (Virtual Radiologic CORP)
Assignment and Subletting. Without Landlord's prior written consent, 12.01 Tenant shall may not assign or transfer this Lease or sublease sublet the Premises or any part thereof or mortgageunless it first has obtained Landlord’s prior written consent in its discretion; provided, pledge, or hypothecate its leasehold interest or grant any concession or license within that Tenant may sublet the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, wholly-owned subsidiary or to any affiliate controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), without Landlord’s consent. In the prior written consent event of Landlord. Tenant shall reimburse Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with any assignment or sublease. Upon Landlord's receipt of Tenant's written notice of a desire to assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. Notwithstanding any such permitted assignment or subletting, Tenant and any guarantor or surety Guarantors of Tenant's obligations under this Lease shall nevertheless at all times remain fully responsible and liable for the payment of the rent and for compliance with the performance and observance of all of Tenant's ’s other obligations under the terms, conditions and covenants of this Lease (regardless of whether Landlord's approval has been obtained for any such assignments Lease. No assignment or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination subletting of the rental payable under Premises or any part thereof shall be binding upon Landlord unless such sublease assignee or assignment plus any bonus or other consideration therefor or incident theretosubtenant shall deliver to Landlord an instrument (in recordable form, if requested) exceeds the rental payable containing an agreement of assumption of all of Tenant’s obligations under this Lease. Upon the occurrence of an event of default, if all or any part of the Premises are then Tenant shall be bound and obligated assigned or sublet, Landlord, in addition to pay Landlord as additional rent hereunder all such excess rental and any other excess consideration within 10 days following receipt thereof remedies provided by Tenant. If this Lease be assigned or if by law, may, at its option, collect directly from the Premises be subleased (whether in whole assignee or in part) or in the event subtenant all rent becoming due to Landlord by reason of the mortgage, pledge, assignment or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part subletting. Any collection by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party assignee or subtenant shall not be construed to whom the leasehold interest was hypothecated, concessionee constitute a novation or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance of its obligations under this Lease. In the event Landlord consents to Tenant assigning or subletting all or a portion of the Premises for which Landlord’s consent is required, then any rent accruing to Tenant as the result of such subletting, which rent is in excess of the rent then being paid by Tenant, and any other economic consideration received by or to be received by Tenant in connection with any subletting or assignment shall be paid to Landlord as Additional Rent. In the event Landlord consents to Tenant assigning or subletting all or a portion of its covenantsthe Premises, duties(i) both Tenant and the subtenant shall be held responsible under all the terms and conditions of this Lease including but not limited to the Rules and Regulations, and (ii) any right to extend or obligations hereunderany other option under this Lease shall terminate unless, however, the assignee or subtenant is an affiliate or subsidiary of Tenant.
Appears in 3 contracts
Samples: Office Lease Agreement (Apellis Pharmaceuticals, Inc.), Office Lease Agreement (Apellis Pharmaceuticals, Inc.), Office Lease Agreement (Apellis Pharmaceuticals, Inc.)
Assignment and Subletting. Without Landlord's prior written consent, Tenant shall not assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate")not, without the prior written consent of Landlord. Tenant , which shall reimburse Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with any assignment or sublease. Upon Landlord's receipt of Tenant's written notice of a desire to not be unreasonably withheld, assign this Lease or sublet the Premises, Demised Premises or any part thereof (other than portion thereof. Any assignment or subletting shall be expressly subject to a Tenant Affiliate)all terms and provisions of this Lease, Landlord may, by giving written notice to Tenant within 30 days after receipt including the provisions of Tenant's notice, terminate this Lease with respect Section 6.01 pertaining to the space described in Tenant's notice, as use of the date specified in Tenant's notice for Demised Premises. In the commencement event of the proposed assignment or sublease. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety shall remain fully liable for the fun performance of all Tenant's obligations under this Lease. Tenant shall not assign its rights under this Lease shall or sublet the Demised Premises without first obtaining a written agreement from the assignee or sublessee whereby the assignee or sublessee agrees to assume the obligations of Tenant under this Lease and to be bound by the terms of this Lease. If an event of default occurs while the Demised Premises is assigned or sublet, Landlord may, at Landlord's option, in addition to any other remedies provided in this Lease or by law, collect directly from the assignee or subtenant all times remain fully responsible and liable for rents becoming due under the payment terms of the assignment or subletting and apply the rent and for compliance with all of against any sums due to Landlord under this Lease. No direct collection by Landlord from any assignee or subtenant will release Tenant from Tenant's other obligations under this Lease (regardless Lease. Notwithstanding the above, Tenant shall have the right to sublet or assign all or any part of whether the Demised Premises, without Landlord's approval has been obtained for prior consent, to any such assignments affiliate or sublettings)subsidiary of Tenant. In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay give Landlord as additional rent hereunder all prior written notice of such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned subletting or if the Premises be subleased (whether in whole or in part) or in the event of the mortgageassignment, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunderwith pertinent information relating thereto.
Appears in 2 contracts
Samples: Commercial Lease Agreement (Cheap Tickets Inc), Commercial Lease Agreement (Cheap Tickets Inc)
Assignment and Subletting. Without Landlord's prior written consent, A. Tenant shall not assign this Lease have the right, voluntarily or sublease involuntarily, to assign, convey, transfer, mortgage or sublet the Premises whole or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within of the Premises and any attempt under this Lease without the prior written consent of Landlord which shall not be unreasonably withheld. In the event Tenant applies to do any Landlord for consent to assign, convey, transfer or sublet the Premises, Landlord may condition such consent upon the right to receive one-half of the foregoing shall be void and profit, if any, which Tenant may realize on account of no effectsuch assignment, conveyance, transfer or sublease of the Premises. For purposes of this paragraph, a transfer "profit" shall mean any sum which the assignee, sublessee or transferree is required to pay, or which is credited to Tenant as rent in excess of the ownership interests controlling Tenant shall Rents required to be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled paid by Tenant to Landlord under this Lease. Landlord also reserves the right to recapture the Premises or under common control with Tenant (a "Tenant Affiliate"), without the prior written applicable portion thereof in lieu of giving its consent of Landlord. Tenant shall reimburse Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with any assignment or sublease. Upon Landlord's receipt of Tenant's written by notice of a desire to assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice given to Tenant within 30 twenty (20) days after receipt of Tenant's notice, written request for assignment or subletting. Such recapture shall terminate this Lease with respect as to the applicable space described in Tenant's notice, as effective on the prospective date of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. Notwithstanding any assignment or subletting, Tenant which shall be the last day of a calendar month and any guarantor or surety not earlier than sixty (60) days after receipt of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings)Tenaxx'x xequest hereunder. In the event that the rent due Landlord shall not elect to recapture and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Leaseshall thereafter give its consent, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all a reasonable fee, not to exceed $200.00 to reimburse Landlord for processing costs incurred in connection with such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunderconsent.
Appears in 2 contracts
Samples: Intracel Corp, Intracel Corp
Assignment and Subletting. Without Tenant shall not assign or mortgage this Lease or sublet all or any portion of the Premises without Landlord's ’s prior written consent, Tenant shall not assign this Lease or sublease the Premises or any part thereof or mortgagein each instance, pledgewhich such consent will be granted in Landlord’s reasonable discretion, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing Any request for Landlord’s written consent shall be void and of no effect. For purposes of this paragraph, accompanied by a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), without the prior written consent of Landlord. Tenant shall reimburse Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with any assignment or sublease. Upon Landlord's receipt of Tenant's written notice of a desire to assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement copy of the proposed assignment or sublease, which must be in a form acceptable to Landlord. Notwithstanding any assignment No assignment, mortgaging, or subletting, if consented to by Landlord, shall relieve Tenant of its liability under this Lease. Tenant shall pay to Landlord, in consideration of Landlord’s written consent to the assignment or sublease, all rent and other consideration received by Tenant from any such assignee or subtenant which is in excess of the rental obligation required under the terms of this Lease for the Premises or portion thereof for which the consent of Landlord is requested. Consent by Landlord to an assignment or sublease shall not operate as a waiver of the necessity of Tenant to obtain the prior written consent of Landlord to any subsequent assignment, mortgaging or subletting and the terms of any such consent shall be binding upon the assignee, mortgagee or subtenant. Notwithstanding the above, Tenant, without Landlord’s consent (provided that Tenant is not in default in the performance of its obligation under this Lease after any applicable notice and cure periods), may cause an assignment or subletting (each, a “Transfer”) to an Affiliate of Tenant if Tenant (a) notifies Landlord at lease thirty (30) days prior to such Transfer; (b) delivers to Landlord, at the time of Tenant’s notice, current financial statements of Tenant and any guarantor or surety of the Affiliate that are reasonably acceptable to Landlord; and (c) the Affiliate assumes and agrees in a writing delivered to and reasonably acceptable to Landlord to perform Tenant's ’s obligations under this Lease shall at arising after such Transfer and to observe all times remain fully responsible terms and liable for conditions of this Lease. For purposes of this Section 11, the payment term “Affiliate” means any persons or entity that, directly or indirectly, controls, is controlled by or is under common control with Tenant. For purposes of this definition, “control” means possessing the power to direct or cause the direction of the rent management and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination policies of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds entity by the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event ownership of a majority of the mortgagevoting interests of the entity. A sale or transfer of stock shall not constitute an assignment, pledge, subletting or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereundertransfer as provided herein.
Appears in 2 contracts
Samples: Smith Electric Vehicles Corp., Smith Electric Vehicles Corp.
Assignment and Subletting. Without Landlord's prior written consent, Tenant shall not assign this or mortgage the Lease or sublease any interest therein, or sublet the Demised Premises or any part thereof or mortgagethereof, pledge, or hypothecate its leasehold interest or grant any concession or license within without the Premises and any attempt to do any prior written consent of the foregoing shall Landlord, such consent not to be void and of no effectunreasonably withheld, conditioned or delayed. For the purposes of this paragraph, unless Tenant is a public corporation whose stock is traded on a national securities exchange, the sale or other transfer of a controlling interest in the ownership interests controlling Tenant corporation or a majority interest in the Tenant partnership or limited liability company, or the sale or other transfer of all or substantially all of the assets of Tenant, as the case may be, shall be deemed an assignment of this Lease. If Tenant shall assign the Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the PremisesDemised Premises in violation of the terms of this Lease, such assignment or any part thereofsublease shall be void and without legal force or effect, and the designated assignee or sublessee shall thereby acquire no rights to the Demised Premises or the Lease. If Tenant shall request Landlord’s consent to any entity controlling Tenantassignment or subletting as provided herein, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), without the prior written consent of Landlord. Tenant shall reimburse pay to Landlord for all the sum of (i) Seven Hundred Fifty ($750.00) Dollars to cover Landlord's reasonable out-of-pocket expenses ’s administrative costs, overhead and counsel fees in connection with any such assignment or sublease. Upon Landlord's receipt of Tenant's written notice of a desire to assign or sublet the Premises, or subletting plus (ii) any part thereof (other than to a Tenant Affiliate), reasonable additional costs and expenses incurred by Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease in connection with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. Notwithstanding any such assignment or subletting, including but not limited to the cost of any and all design plan reviews. Notwithstanding anything contained herein to the contrary, Tenant and any guarantor or surety of Tenant's obligations under shall have the right to assign this Lease shall at or sublet the entire Premises without Landlord’s consent in conjunction with the sale of all times remain fully responsible and liable for the payment or substantially all of the rent and for compliance with all stock or assets of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event Tenant as an ongoing business, provided that the rent due and payable by successor to Tenant has a sublessee net worth computed in accordance with generally accepted accounting principles at least equal to the greater of (1) the net worth of Tenant immediately prior to such sale, or assignee (or a combination 2) the net worth of Tenant herein named on the date of this Lease. Tenant shall provide Landlord twenty (20) days prior written notice of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event pending transaction together with financial information of the mortgage, pledge, proposed assignee or hypothecation of Tenant's leasehold interest or grant of any concession or license within subtenant sufficient for Landlord to determine whether it meets the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent standard set forth in the immediately preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereundersentence.
Appears in 2 contracts
Samples: Commercial Lease Agreement (Trevena Inc), Commercial Lease Agreement (Trevena Inc)
Assignment and Subletting. Without Landlord's prior written consentSubtenant may not assign, Tenant shall not assign this Lease or sublease the Premises or any part thereof or mortgagesublet, transfer, pledge, hypothecate or hypothecate its leasehold interest or grant any concession or license within otherwise encumber the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Sublease Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), without the prior written consent of Landlord. Tenant shall reimburse Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with any assignment or sublease. Upon Landlord's receipt of Tenant's written notice of a desire to assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) , or in permit the event use or occupancy of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Sublease Premises or if the Premises be occupied in whole or in part by anyone other than TenantSubtenant, then upon a default by Tenant hereunder unless Subtenant has obtained Sublandlord’s consent thereto (which shall not be unreasonably withheld) and the consent of Master Landlord may collect under the terms of the Master Lease. Regardless of Sublandlord’s consent, no subletting or assignment shall release Subtenant of its obligations hereunder. Any rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant andconsideration payable to Subtenant pursuant to any sublease or assignment permitted by this paragraph which is in excess of the Rent payable to Sublandlord pursuant hereto (“Sublease Bonus Rent”) shall be paid divided equally between Sublandlord and Master Landlord, except after payment to Master Landlord of any amount required to be paid under the Master Lease and payment of the expenses of subletting, including but not limited to real estate commissions, attorneys fees, and costs incurred in connection with tenant improvements required to effectuate the sublease. Notwithstanding anything to the extent set forth contrary contained in this Sublease, so long as the net worth of the Subtenant following the transfer is no less than that of the Subtenant immediately prior to the transaction or on the date of this Sublease, whichever is greater, Subtenant may assign this Sublease or sublet the Sublease Premises without Sublandlord’s consent (but with the consent of the Master Landlord), to any entity which controls, is controlled by, or is under common control with Subtenant; to any entity which results from a merger of, reorganization of, or consolidation with Subtenant; or to any entity which acquires substantially all of the stock or assets of Subtenant, as a going concern, with respect to the business that is being conducted in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed Premises (hereinafter each a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunder“Permitted Transfer”).
Appears in 2 contracts
Samples: Sub Sublease (Cytokinetics Inc), Sublease (Cytokinetics Inc)
Assignment and Subletting. Without Landlord's prior written consent, which Landlord shall not unreasonably withhold, Tenant shall not assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), without the prior written consent of Landlord. Tenant shall reimburse Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with any assignment or sublease. Upon Landlord's receipt of Tenant's written notice of a desire to assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. Notwithstanding any assignment If Landlord so terminates the Lease, Landlord may enter into a lease directly with the proposed sublessee or sublettingassignee. Tenant may withdraw its notice to sublease or assign by notifying Landlord within 10 days after Landlord has given Tenant notice of such termination, in which case the Lease shall not terminate but shall continue. Provided no default has occurred and is continuing under this Lease, upon 10 days prior written notice to Landlord, Tenant and any guarantor or surety of Tenantmay, without Landlord's obligations under prior written consent, assign this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with to an entity into which Tenant is merged or consolidated or to an entity to which substantially all of Tenant's other obligations under this Lease assets are transferred, provided (regardless of whether Landlord's approval has been obtained for any x) such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Leasemerger, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledgeconsolidation, or hypothecation transfer of assets is for a good business purpose and not principally for the purpose of transferring Tenant's leasehold interest estate, and (y) the assignee or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon successor entity has a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except net worth at least equal to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release net worth of Tenant from the further performance by Tenant of its covenantsimmediately prior to such merger, dutiesconsolidation, or obligations hereundertransfer.
Appears in 2 contracts
Samples: Lease Agreement (Celerity Group Inc), Lease Agreement (Celerity Group Inc)
Assignment and Subletting. Without Landlord's prior written consent, Tenant Subtenant shall not assign Subtenant’s interest in this Lease Sublease or sublease the Premises further sublet all or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing Subleased Premises except subject to and in compliance with all of the terms and conditions of the Master Lease, and Sublandlord (in addition to Landlord) shall have the same rights with respect to assignment and subleasing as Landlord has under the Master Lease. Notwithstanding the foregoing, for the purposes of the incorporation of Paragraph 13.h of the Original Master Lease into this Sublease, clause (ii) shall be void deemed deleted and replaced with the following: “The Affiliate’s net worth (as demonstrated by Subtenant to Sublandlord’s reasonable satisfaction) is equal to or greater than the greater of no effect(x) Subtenant’s net worth as of the Effective Date and (y) Subtenant’s net worth as of the date immediately preceding such sublease or assignment”. For purposes of this paragraphSubtenant shall pay all fees and costs payable to Landlord pursuant to the Master Lease in connection with any proposed assignment, a sublease or transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, Subleased Premises (or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"portion), without the prior written consent of Landlord. Tenant shall reimburse Landlord for together with all of Landlord's Sublandlord’s reasonable out-of-pocket expenses costs (as evidenced by invoices), relating to any proposed assignment, sublease or transfer of the Subleased Premises (or any portion), regardless of whether consent is granted (or is required), and the effectiveness of any assignment, sublease or transfer by Subtenant shall be conditioned upon Landlord’s and Sublandlord’s receipt of all such fees and costs. Notwithstanding the foregoing, provided that Subtenant (and/or Subtenant’s proposed assignee or subtenant) does not request material changes to Sublandlord’s form of consent to any such assignment, sublease or transfer, or require or request amendments to this Sublease in connection with such assignment, sublease or transfer or otherwise engage in material negotiations of Sublandlord’s consent, Sublandlord’s out-of-pocket costs will not exceed $2,500.00 (the foregoing limit does not apply to any costs imposed by Landlord in connection with any assignment or sublease. Upon Landlord's receipt of Tenant's written notice of a desire to assign or sublet the Premisessuch proposed assignment, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereundertransfer); and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlordif, however, shall Sublandlord incurs costs in excess of $2,500.00 as a consequence of Subtenant or Subtenant’s assignee or subtenant requesting changes to this Sublease, Sublandlord’s form of consent, or other material negotiations or either such document, then the foregoing limitation will not apply. Subtenant agrees that it would be deemed a waiver reasonable for Sublandlord to refuse to consent to any assignment of these provisions this Sublease or a release sub-subletting of Tenant from the further performance by Tenant Subleased Premises to a Competitor (defined below) of Sublandlord or an Affiliate of any such Competitor. If, at any time, Subtenant desires to sublease all or any portion of the Subleased Premises or assign its covenantsinterest in this Sublease to an entity, duties, or obligations hereunder.to a particular entity and desires to have Landlord determine whether such entity is a Competitor,
Appears in 2 contracts
Samples: Nerdwallet, Inc., Nerdwallet, Inc.
Assignment and Subletting. Without Landlord's prior written consent, Tenant shall may not assign this Lease or sublease the Premises sublet all or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing Leased Premises without the prior written consent of Landlord to such assignment or such subletting, such consent not to be unreasonably withheld, conditioned or delayed, provided the new entity is financially sound in the reasonable opinion of Landlord and further provided, however, that in the event of such assignment or such subletting, Tenant shall give Landlord prior written notice thereof and continue primarily responsible to Landlord for the performance of each of the terms, conditions and covenants to be performed by Tenant under the terms of this Lease, and provided further, that at the time of such assignment or subletting, such assignee or subtenant shall execute a document agreeing to perform for the benefit of Landlord each and every term, condition and covenant of this Lease. Landlord shall be void and of no effect. For purposes of this paragraph, a transfer permitted to proceed directly against Tenant for the failure of the ownership interests controlling Tenant shall be deemed an assignment performance of any term, condition or covenant of this Lease unless without the necessity of joining in any such ownership interests are publicly tradedaction or actions any assignee or subtenant, provided, however, that at Landlord’s option, Landlord may join such assignee or subtenant. Tenant agrees to pay to Landlord as Additional Rent within thirty (30) days after receipt thereof, fifty percent (50%) of any rent or other economic consideration received by Tenant as a result of any assignment or subletting which exceeds, in the aggregate, (i) the total Rent which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to any portion of the Premises subleased) for the applicable period, plus (ii) any reasonable brokerage commissions and attorneys’ fees actually paid by Tenant in connection with such assignment or subletting. Notwithstanding the aboveforegoing, Tenant may assign or sublet the Premisesthis Lease without Landlord’s consent to: (i) any affiliate, subsidiary or any part thereof, to parent entity of Tenant; or (ii) any entity controlling resulting from a merger involving Tenant and/or Tenant’s affiliates, controlled by Tenant subsidiaries or under common control with Tenant (a "Tenant Affiliate"), without the prior written consent of Landlord. Tenant shall reimburse Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with any assignment or sublease. Upon Landlord's receipt of Tenant's written notice of a desire to assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunderparent entity.
Appears in 2 contracts
Samples: Lease (Sylvamo Corp), Lease (Sylvamo Corp)
Assignment and Subletting. Without Landlord's prior written consent, Tenant Lessee shall not assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign right hereunder or sublet the Premises, Leased Premises or any part thereof, nor permit any persons other than Lessee and its employees to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), operate in said Leased Premises without the prior written consent of LandlordLessor, which consent shall not be unreasonably withheld for assigning or subletting to a tenant whose occupancy and use of the Leased Premises is compatible with the use and overall plan of Lessor. Tenant Lessor shall reimburse Landlord for all have the absolute right to withhold its consent to an assignment or subletting of Landlord's reasonable out-of-pocket expenses the Leased Premises if Lessee is in connection with breach of this Lease. A consent to any assignment or sublease. Upon Landlord's receipt of Tenant's written notice of a desire to assign or sublet the Premises, this Lease or any part thereof (other than to subletting of said Leased Premises shall not constitute a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt waiver or discharge of Tenant's notice, terminate the provisions of this Lease paragraph with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. Notwithstanding any a subsequent assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that Lessor consents to any assignment of this Lease or subletting of the Leased Premises, and as a condition thereto, Lessee shall pay to Lessor fifty percent (50%) of all profit derived by Lessee from such assignments or subletting. For purposes of the foregoing, profit shall be deemed to include, but shall not be limited to, the amount of all rent due and payable by a such assignee or sublessee or assignee (or a combination in excess of the rental Base Rental Rate and any adjustments thereto as defined in Paragraphs 7 and 8 above. If a part of the con-sideration for such assignment or subletting shall be payable under such other than in cash, the payment to Lessor shall be in cash for its share of any non-cash consideration based upon the fair market value thereof. In the event a sublease or assignment plus any bonus or other consideration therefor or incident theretois made as herein provided, Lessee shall pay Lessor a charge of TWO HUNDRED AND 00/100 DOLLARS ($200.00) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated in order to pay Landlord as additional rent hereunder reimburse Lessor for all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, necessary legal and accounting services required in order to accomplish such assignment or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereundersubletting.
Appears in 2 contracts
Samples: Office Lease (Good Times Restaurants Inc), Office Lease (Good Times Restaurants Inc)
Assignment and Subletting. Without Landlord's prior written consentSublessee’s interest in this Sublease is not assignable, Tenant in whole or in part, either voluntarily or by operation of law, nor shall not assign Sublessee’s interest in this Lease Sublease be encumbered by deed of trust, mortgage or sublease otherwise, nor shall Sublessee have the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession right to sublet or license within or allow another party to use or occupy the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Subleased Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), without the prior written consent of LandlordSublessor and Master Lessor, which consent may be withheld in their sole and absolute discretion for any reason or no reason. Tenant Sublessor or Master Lessor further shall have the right to condition the giving of any such consent, including, but not limited to, requiring that the proposed sublessee, assignee or licensee deposit with Sublessor or Master Lessor a security deposit for the faithful performance of all of the terms, covenants and conditions of this Sublease to be kept and performed by Sublessee during the Term hereof. Such security deposit, if required, shall be paid to Sublessor and/or Master Lessor prior to the effective date of any such proposed sublease, assignment or license. Sublessee shall, upon demand, reimburse Landlord Sublessor for all attorneys’ fees and reasonable costs incurred by Sublessor in connection with the review and/or preparation of Landlord's reasonable out-of-pocket expenses documents in connection with any assignment or sublease. Upon Landlord's receipt of Tenant's written notice of a desire to assign or sublet the Premisessuch proposed assignment, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. Notwithstanding any assignment or subletting, Tenant and any guarantor license, encumbrance, use or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings)occupation. In the event that any assignment, subletting, license, encumbrance, use or occupation, to which Sublessor and Master Lessor has consented, results in ADA compliance requirements, the rent due transferee shall bear all costs and payable expenses associated with such ADA compliance requirements. Any assignment, subletting, license, encumbrance, use or occupation without the written consent of Sublessor and Master Lessor as provided herein shall be void and shall, at the option of Sublessor or Master Lessor, constitute a material breach of this Sublease. If Sublessee is a corporation, partnership or other entity, a change of ownership, whether voluntarily or by operation of law, and whether in one (1) transaction or as a sublessee cumulative result of more than one (1) transaction, of fifty percent (50%) or assignee (or a combination more of the rental payable under such sublease interest in Sublessee shall constitute an assignment by Sublessee of this Sublease requiring consent from Sublessor and Master Lessor as above provided. Sublessee hereby waives and discharges any claims it may have against Sublessor and Master Lessor for damages arising from Sublessor’s or Master Lessor’s withholding or conditioning its consent. Sublessee shall indemnify, defend and hold harmless Sublessor and Master Lessor from any and all liability, losses, claims, damages, costs, expenses, causes of action and proceedings involving any third party or parties (including, but not limited to, Sublessee’s proposed assignee or subtenant) who claim that they were damaged by Sublessor’s or Master Lessor’s withholding or conditioning of its consent. Any assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant subleasing otherwise shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within in compliance with the provisions of Article 10 days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunderMaster Lease.
Appears in 2 contracts
Assignment and Subletting. Without Landlord's prior written consent, If Tenant shall not desires to assign this Lease lease or sublease sublet the Premises or any part thereof or mortgagethereof, pledge, or hypothecate its leasehold interest or grant any concession or license within Tenant shall give Landlord written notice of such desire together with the Premises and any attempt to do any name of the foregoing proposed assignee or sublessee, a detailed description of its business, and current financial information about it in sufficient detail to allow Landlord to assess the financial condition of such proposed assignee or sublessee. Tenant shall be void give such notice and of no effectinformation to Landlord at least 60 days prior to the date on which Tenant desires to make such assignment or sublease. For the purposes of this paragraphhereof, a transfer of more than half of the ownership interests controlling stock or other voting control of Tenant shall be deemed to constitute an assignment of this Lease unless such ownership interests are publicly tradedLease. Notwithstanding the aboveLandlord shall, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), without the prior written consent of Landlord. Tenant shall reimburse Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with any assignment or sublease. Upon Landlord's receipt of Tenant's written notice of a desire to assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after following receipt of Tenant's such notice, notify Tenant in writing that Landlord elects either (i) to terminate this Lease with respect lease as to the space described in Tenant's notice, so affected as of the date so specified by Tenant, in Tenantwhich event Tenant will be relieved of all further obligation hereunder as to such space, (ii) to permit Tenant to assign this lease or sublet such space, or (iii) refuse to permit Tenant to assign this lease or sublet such space. If Landlord should fail to notify Tenant in writing of such election within such thirty-day period, Landlord shall be deemed to have elected (iii) above. Consent by Landlord to one or more assignments or sublettings shall not operate as a waiver of Landlord's notice for rights as to any subsequent assignments and sublettings. Tenant shall pay all costs incurred by Landlord in connection with the commencement of foregoing provisions including without limitation legal fees, construction costs to reconfigure the proposed assignment or subleasePremises, and credit checks. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease lease shall at all times remain fully responsible and liable for the payment of the rent herein specified and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments lease. Moreover, if the rental or sublettings). In the event that the rent due and payable by a sublessee or assignee other consideration (or a combination of the rental payable under such sublease or assignment plus and any bonus or other consideration therefor or incident thereto) due and payable to Tenant by an assignee or sublessee exceeds the rental payable under this Leaselease (appropriately prorated in the case of a sublease of less than all of the Premises), then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder fifty percent (50%) of all such excess rental and other excess consideration within 10 ten (10) days following after receipt thereof by Tenant. If this Lease be assigned Notwithstanding the f immediately preceeding sentence, in the event that Tenant fails to occupy or if vacates the Premises prior to consummating an approved sublease or assignment, Tenant shall be subleased bound and obligated to pay to Landlord one hundred percent (whether 100%) of all excess rental and other excess consideration. Finally, upon any assignment or subletting all rentals paid to Tenant by an assignee or sublessee shall be received by Tenant in whole trust for Landlord, to be forwarded immediately to Landlord. If Landlord transfers and assigns its interest in this lease and the Building containing the Premises, Landlord shall thereby be released from any further obligations hereunder, and Tenant agrees to look solely to such successor in interest of the Landlord for performance of such obligations. Tenant shall not mortgage, pledge or otherwise encumber its interest in part) this lease or in the Premises. Landlord's permission to assign this lease or sublet Tenant's space will not be denied in the event the proposed assignee or sublesse is at the time of the mortgage, pledge, proposed assignment or hypothecation of Tenant's leasehold interest subletting a "Fortune 1000" company and the proposed assignee or grant of any concession or license within sublesse will use the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunderpurely office purposes.
Appears in 2 contracts
Samples: Office Lease Agreement, Office Lease Agreement (Sonus Networks Inc)
Assignment and Subletting. Without Tenant shall not assign or mortgage this Lease or sublet all or any portion of the Premises without Landlord's ’s prior written consent, Tenant shall not assign this Lease or sublease the Premises or any part thereof or mortgagein each instance, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing which such consent will be granted in Landlord’s reasonable discretion. Any request for Landlord’s written consent shall be void and of no effect. For purposes of this paragraph, accompanied by a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), without the prior written consent of Landlord. Tenant shall reimburse Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with any assignment or sublease. Upon Landlord's receipt of Tenant's written notice of a desire to assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement copy of the proposed assignment or sublease, which must be in a form acceptable to Landlord. Notwithstanding any assignment No assignment, mortgaging, or subletting, if consented to by Landlord, shall relieve Tenant of its liability under this Lease. Tenant shall pay to Landlord, in consideration of Landlord’s written consent to the assignment or sublease, all rent and other consideration received by Tenant from any such assignee or subtenant which is in excess of the rental obligation required under the terms of this Lease for the Premises or portion thereof for which the consent of Landlord is requested. Consent by Landlord to an assignment or sublease shall not operate as a waiver of the necessity of Tenant to obtain the prior written consent of Landlord to any subsequent assignment, mortgaging or subletting and the terms of any such consent shall be binding upon the assignee, mortgagee or subtenant. Notwithstanding the above, Tenant, without Landlord’s consent (provided that Tenant is not in default in the performance of its obligation under this Lease after any applicable notice and cure periods), may cause an assignment or subletting (each, a “Transfer”) to an Affiliate of Tenant if Tenant (a) notifies Landlord at lease thirty (30) days prior to such Transfer; (b) delivers to Landlord, at the time of Tenant’s notice, current financial statements of Tenant and any guarantor or surety of the Affiliate that are reasonably acceptable to Landlord; and (c) the Affiliate assumes and agrees in a writing delivered to and reasonably acceptable to Landlord to perform Tenant's ’s obligations under this Lease shall at arising after such Transfer and to observe all times remain fully responsible terms and liable for conditions of this Lease. For purposes of this Section 11, the payment term “Affiliate” means any persons or entity that, directly or indirectly, controls, is controlled by or is under common control with Tenant. For purposes of this definition, “control” means possessing the power to direct or cause the direction of the rent management and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination policies of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds entity by the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event ownership of a majority of the mortgagevoting interests of the entity. A sale or transfer of stock shall not constitute an assignment, pledge, subletting or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereundertransfer as provided herein.
Appears in 2 contracts
Samples: Office Lease (Smith Electric Vehicles Corp.), Office Lease (Smith Electric Vehicles Corp.)
Assignment and Subletting. Without Landlord's prior written consent, Tenant shall not assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate")not, without the prior written consent of the Landlord, which consent shall not be unreasonably withheld, assign, mortgage, encumber or otherwise transfer this Lease or any interest herein directly or indirectly, by operation of law or otherwise, or sublet the Premises or any part thereof, or permit the use or occupancy of the Premises by any party other than Tenant (any such action, a "TRANSFER"). If at any time or from time to time during the Term, when no Event of Default has occurred and is continuing, Tenant desires to effect a Transfer, Tenant shall deliver to Landlord written notice ("TRANSFER NOTICE") setting forth the terms of the proposed Transfer and the identity of the proposed assignee, sublessee or other transferee (each a "TRANSFEREE"). Tenant shall also deliver to Landlord with the Transfer Notice an acceptable assumption agreement for Tenant's obligations under this Lease together with all relevant information requested by Landlord concerning the proposed Transferee to assist Landlord in making an informed judgment regarding the financial responsibility, creditworthiness, reputation, and business experience of the Transferee. Tenant shall reimburse Landlord promptly for all of Landlord's reasonable out-of-pocket expenses incurred by Landlord including reasonable attorneys' fees in connection with any assignment or sublease. Upon Landlord's receipt the review of Tenant's written notice of a desire to assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice request for the commencement of the proposed assignment or sublease. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for of any such assignments Transfer. The provisions of this Section 12.01 shall apply to a transfer (by one or sublettings). In the event that the rent due and payable by a sublessee more Transfers) of fifty percent (50%) or assignee (or a combination more of the rental payable under such sublease interest in the stock or assignment plus any bonus partnership or membership interests or other consideration therefor or incident thereto) exceeds the rental payable under evidences of equity interests of Tenant as if such Transfer were an assignment of this Lease; provided that if equity interests in Tenant at any time are or become traded on a public stock exchange, then the transfer of equity interests in Tenant on a public stock exchange shall not be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license deemed an assignment within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection meaning of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunderthis Section.
Appears in 2 contracts
Samples: Lease (Greenfield Online Inc), Lease (Greenfield Online Inc)
Assignment and Subletting. Without Landlord's prior written consent, Tenant shall not assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), without the prior written consent of Landlord. Tenant shall reimburse Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with any assignment or sublease. Upon Landlord's receipt of Tenant's written notice of a desire to assign or sublet substantially all of the PremisesPremises for substantially the balance of the Term, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. Notwithstanding anything to the contrary in the lease, but provided Tenant is not in default hereunder, the transactions described in this and the following sentence are not entered into for the primary purpose of avoiding Tenant's liability hereunder, and the Permitted Assignee has a net worth equal to or greater than Tenant as of the Commencement Date, Tenant may, without Landlord's prior written consent and without any participation by Landlord in assignment and subletting proceeds, sublet the Premises or assign the Lease to: (i) a subsidiary, affiliate, division or corporation controlled or under common control with Tenant; (ii) a successor corporation related to Tenant by merger, consolidation, nonbankruptcy reorganization, or government action; (iii) purchaser of substantially all of Tenant's assets located in the Premises (collectively, "Permitted Assignees"). For the purpose of this Lease, sale or transfer of Tenant's capital stock, including without limitation, a transfer in connection with the merger, consolidation or nonbankruptcy reorganization of Tenant and any sale through any public exchange, shall not be deemed an assignment, subletting, or any other transfer of the Lease or the Premises. -8- <PAGE> Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable paid to Tenant under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this LeaseLease (excluding the TI Amortization plus any additional funds Tenant contributes to relet the space), then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder fifty percent (50%) of all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunder. 17.1 (a) Landlord shall not unreasonably withhold its consent to Tenant's request for permission to assign the Lease or sublease all or part of the Premises. It shall be reasonable for the Landlord to withhold its consent to any assignment or sublease in any of the following instances: (i) The assignee or sublessee does not have a net worth calculated according to generally accepted accounting principles that in the reasonable opinion of Landlord reflects an inability to service the Lease or Sublease obligations; (ii) The intended use of the Premises by the assignee or sublessee is not reasonably satisfactory to Landlord; (iii) The intended use of the Premises by the assignee or sublessee would materially increase the pedestrian or vehicular traffic to the Premises or the Project; (iv) Occupancy of the Premises by the assignee or sublessee would, in Landlord's opinion, violate any agreement binding upon Landlord or the Project with regard to the identity of tenants, usage in the Project, or similar matters; (v) The identity or business reputation of the assignee or sublessee will, in the good faith judgment of Landlord, tend to damage the goodwill or reputation of the Project; (vi) The assignment or sublet is to another tenant in the Project and is at rates which are below those charged by Landlord for comparable space in the Project; (vii) In the case of a sublease, the subtenant has not acknowledged that the Lease controls over any inconsistent provision in the sublease; or The foregoing criteria shall not exclude any other reasonable basis for Landlord to refuse its consent to such assignment or sublease. -9- <PAGE> (b) Any approved assignment or sublease shall be expressly subject to the terms and conditions of this Lease. (c) Tenant shall provide to Landlord all information concerning the assignee or sublessee as Landlord may request. (d) Landlord may revoke its consent immediately and without notice if, as of the effective date of the assignment or sublease, there has occurred and is continuing any default under the Lease. (e) Landlord's agreement to not unreasonably withhold its consent shall only apply to the first assignment or sublease under the Lease. 18.
Appears in 1 contract
Samples: Lease Agreement
Assignment and Subletting. Without LandlordTenant may assign this Lease or sublet all or part of the Premises only with Lessor's prior written consent, . If Tenant shall not assign receives a bona fide offer for an assignment of Tenant's interest under this Lease or to sublease the Premises all or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within of the Premises and any attempt to do any Tenant requests Lessor's consent, a copy of the foregoing shall offer will be void and furnished to Lessor. In the case of no effect. For purposes a proposed assignment or sublease of this paragraph, a transfer all of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereofLessor may terminate this Lease, either conditioned on execution of a new lease between Lessor and the party making the offer on the same terms as the offer to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (without that condition. In the case of a "Tenant Affiliate"), without the prior written consent of Landlord. Tenant shall reimburse Landlord proposed sublease for less than all of Landlord's reasonable out-of-pocket expenses the Premises, Lessor may amend this Lease to exclude the portion of the Premises to be subleased, either conditioned on execution of a new lease between Lessor and the party making the offer on the same terms as in connection with any assignment the offer to Tenant or subleasewithout that condition. Upon Landlord's receipt of Tenant's If Lessor fails to give Tenant written notice of its decision to terminate or amend this Lease within 15 days after receiving a desire copy of the offer to assign Tenant, Lessor will not unreasonably withhold its consent to the assignment or sublet sublease described in the Premisesoffer. The provisions of this Section will be binding on Tenant and any assignee or subtenant of Tenant and will apply to all portions of the Premises remaining subject to this Lease and to each request by Tenant, or any part thereof (other than its assignee or subtenant, for Lessor's consent to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment further or sublease. Notwithstanding any subsequent assignment or subletting. If Lessor consents to one or more assignments or subleases, Tenant will still remain liable for all obligations of the Tenant under this Lease. Lessor's interest in this Lease will be freely assignable and any guarantor the obligations of the Lessor arising or surety of Tenant's obligations accruing under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or after an assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall will be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from enforceable only against the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunder.
Appears in 1 contract
Samples: Lease (Ringer Corp /Mn/)
Assignment and Subletting. Without Landlord's prior written consent, Tenant shall Sublessee may not assign this Lease Sublease, ------------------------- sublet the Subleased Premises, transfer any interest of Sublessee therein or sublease the Premises or permit any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any use of the foregoing shall be void and of no effect. For purposes of this paragraphSubleased Premises by another party (collectively, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant AffiliateTransfer"), without the prior written consent of LandlordSublessor (not to be unreasonably withheld) and Master Lessor and without complying with the terms of Article 12 of the Master Lease Terms, as incorporated herein. Tenant Sublessor shall reimburse Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with any assignment provide such consent or sublease. Upon Landlord's receipt of Tenant's written notice denial within ten (10) business days of a desire request for consent, provided such consent includes all information reasonably required by Sublessor to assign respond to such request. If Sublessee receives rent or sublet other consideration for any Transfer in excess of the Rent payable under this Sublease, or in the case of a sublease of a portion of the Subleased Premises, in excess of the Rent that is fairly allocable to such portion, Sublessee shall pay Sublessor seventy-five percent (75%) of the difference between each such payment of Rent or other consideration and the Rent required hereunder, after recovering Sublessee's actual, reasonable costs of subleasing, including attorneys' fees, commissions and alterations (to the extent Sublessor is permitted to deduct such costs before paying any part thereof (other than "profit" to Master Lessor). Notwithstanding anything to the contrary herein, in the event that Sublessee requests consent to a Tenant Affiliate)Transfer which would result in more than sixty percent (60%) of the-Subleased Premises being Transferred, Landlord maySublessor shall have the right, by giving written notice to Tenant Sublessee within 30 thirty (30) days after receipt of Tenant's noticeany request by Sublessee to consent to a Transfer, to recapture the portion of the Subleased Premises to be Transferred (the "Subject Space"). Such recapture notice shall cancel and terminate this Lease Sublease with respect to the space described in Tenant's notice, Subject Space as of the date specified in Tenantof Sublessor's notice for the commencement of the proposed assignment or sublease. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by TenantTransfer. If this Lease Sublease is canceled with respect to less than the entire Subleased Premises, the Rent hereunder shall be assigned or if prorated on the basis of the number of square feet retained by Sublessee in proportion to the number of rental square feet in the Subleased Premises, and this Sublease, as so amended, shall continue thereafter in full force and effect. Upon request by either party, the parties shall execute written confirmation of the same, including any additional changes required as a result of the Premises be subleased (whether in whole or in part) or in the event of the mortgagebecoming a multi-tenant site, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunderapplicable.
Appears in 1 contract
Samples: Sublease (Placeware Inc)
Assignment and Subletting. (a) Without Landlord's ’s prior written consentconsent (such consent shall not be unreasonably withheld, conditioned or delayed) Tenant shall not assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises (each being a “Transfer”) and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraphParagraph 17, a transfer of the ownership interests controlling Tenant shall be deemed an assignment a Transfer of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to a successor entity as a result of merger, consolidation or sale of all or any portion of Tenant‘s assets or any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "“Tenant Affiliate"”), without the prior written consent of Landlord; provided, however, Tenant shall provide at least ten (10) days written notice prior to assigning this Lease to, or entering into any sublease with, any Tenant Affiliate. Tenant shall reimburse Landlord for all of Landlord's Landlord ‘s reasonable out-of-pocket expenses in connection with any assignment or subleaseTransfer, other than to a Tenant Affiliate. Upon Landlord's ’s receipt of Tenant's ’s written notice of a desire to assign or sublet the Premises, . or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 thirty (30) days after receipt of Tenant's ’s notice, terminate this Lease, or partially terminate this Lease with respect to a partial subletting of the Premises, with respect to the space described in Tenant's ’s notice, as of the date specified in Tenant's ’s notice for the commencement of the proposed assignment or sublease. Notwithstanding any assignment or subletting, sublease (at which time Tenant and any guarantor or surety of Tenant's obligations shall be relieved from further obligation under this Lease with respect to that portion of the Premises so terminated, but shall at all times remain fully responsible and liable for all Base Rent, Operating Expenses and all other amounts accrued hereunder to the payment date of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettingstermination). In Notwithstanding anything herein to the event that contrary, Landlord hereby consents to any subletting by Tenant, for the rent due and payable by a sublessee or assignee (or a combination period from the date hereof until the Commencement Date of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or of space in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be Building currently occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunderSavanet.
Appears in 1 contract
Samples: Lease Agreement (MetaMorphix Inc.)
Assignment and Subletting. Without Landlord's prior written consent(a) Except for a Permitted Transfer, Tenant shall not assign to assign, transfer, mortgage or pledge this Lease or to sublease (which term shall be deemed to include the granting of concessions and licenses and the like) all or any part of the Premises or suffer or permit this Lease or the leasehold estate hereby created or any part thereof other rights arising under this Lease (including, without limitation, the use of the parking spaces provided by Landlord pursuant to Section 2.1(c) hereof ) to be assigned, transferred or mortgageencumbered, pledgein whole or in part, whether voluntarily, involuntarily or by operation of law, or hypothecate its leasehold interest or grant any concession or license within permit the occupancy of the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling by anyone other than Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), without the prior written consent of Landlord. Except for a Permitted Transfer, in the event Tenant desires to assign this Lease or sublet any portion or all of the Premises, Tenant shall reimburse notify Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with any assignment or sublease. Upon Landlord's receipt writing of Tenant's written notice of a desire intent to so assign this Lease or sublet the PremisesPremises and the proposed effective date of such subletting or assignment, and shall request in such notification that Landlord consent thereto. Except for transactions which are Permitted Transfers, Landlord may terminate this Lease in the case of a proposed assignment, or any part thereof (other than suspend this Lease pro tanto for the period and with respect to the space involved in the case of a Tenant Affiliate), Landlord mayproposed subletting, by giving written notice of termination or suspension to Tenant within 30 15 business days after receipt of Tenant's noticenotice to Landlord hereunder, terminate this Lease with respect such termination or suspension to the space described in Tenant's notice, be effective as of the effective date specified in Tenant's notice for the commencement of the proposed assignment or sublease. Notwithstanding any such assignment or subletting. If Landlord does not so terminate or suspend within such 15 business day period, Tenant and any guarantor Landlord's consent shall not be unreasonably withheld to an assignment during the initial term or surety to a subletting during the term of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless including, without limitation, the use by the assignee or subtenant of whether Landlord's approval has been obtained for any such assignments or sublettingsparking spaces provided by Landlord under Section 2.1(c). In the event ) , provided that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunder.conditions are met:
Appears in 1 contract
Samples: Breakaway Solutions Inc
Assignment and Subletting. Without Landlord's ’s prior written consent, which Landlord shall not unreasonably withhold, condition or delay, Tenant shall not assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of 50% or more of the ownership interests controlling Tenant in one or more related transactions (excluding public offering) shall be deemed an assignment of this Lease unless such ownership interests are publicly traded or become publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "“Tenant Affiliate"”), without the prior written consent of Landlord. Tenant shall reimburse Landlord for all of Landlord's ’s reasonable third party out-of-pocket expenses in connection with any assignment or sublease, not to exceed $500 per event of assignment or subletting. Upon Landlord's ’s receipt of Tenant's ’s written notice of a desire to assign or sublet the Premises, or any part thereof (other than to a Tenant AffiliateAffiliate or pursuant to a Permitted Transfer), Landlord may, by giving written notice to Tenant within 30 10 days after receipt of Tenant's ’s notice, (i) consent to such proposed assignment or sublease, (ii) refuse such consent, or (iii) terminate this Lease with respect to the space described in Tenant's ’s notice, as of the date specified in Tenant's ’s notice for the commencement of the proposed assignment or sublease provided the sublease is for at least 75% of the Premises and for at least 90% of the remaining term of the Lease. If Landlord so terminates the Lease, Landlord may enter into a lease directly with the proposed sublessee or assignee. Tenant may withdraw its notice to sublease or assign by notifying Landlord within 10 days after Landlord has given Tenant notice of such termination, in which case the Lease shall not terminate but shall continue. Notwithstanding anything contained herein to the contrary, provided no Event of Default has occurred and is continuing under this Lease beyond any applicable notice and cure period, upon 10 days prior written notice to Landlord, Tenant may, without Landlord’s prior written consent and without being subject to any of the terms of this Section 17, transfer 50% or more of its ownership interests or assign this Lease to an entity into which Tenant is merged or consolidated or to an entity to which substantially all of Tenant’s assets are transferred (collectively, a “Permitted Transfer”), provided (x) such merger, consolidation, or transfer of assets is for a good business purpose and not principally for the purpose of transferring Tenant’s leasehold estate, and (y) the assignee or successor entity has a net worth at least equal to the net worth of Tenant immediately prior to such merger, consolidation, or transfer. It shall be reasonable for the Landlord to withhold its consent to any assignment or sublease in any of the following instances: (i) an Event of Default has occurred and is continuing beyond any applicable notice and cure period that would not be cured upon the proposed sublease or assignment; (ii) the assignee does not have a net worth calculated according to generally accepted accounting principles at least equal to the greater of the net worth of Tenant immediately prior to such assignment or the net worth of the Tenant at the time it executed the Lease; (iii) the intended use of the Premises by the assignee or sublessee is not a permitted use hereunder; (iv) the intended use of the Premises by the assignee or sublessee would materially increase the pedestrian or vehicular traffic to the Premises or the Project; (v) occupancy of the Premises by the assignee or sublessee would, in Landlord’s opinion, violate an agreement binding upon Landlord or the Project with regard to the identity of tenants, usage in the Project, or similar matters; (vi) the identity or business reputation of the assignee or sublessee will, in the good faith judgment of Landlord, tend to damage the goodwill or reputation of the Project; (vii)the assignment or sublet is to another tenant in the Project and is at rates which are below those charged by Landlord for comparable space in the Project; (viii) in the case of a sublease, the subtenant has not acknowledged that the sublease is subject to all of the terms and conditions of this Lease; or (ix) the proposed assignee or sublessee is a governmental agency. Tenant and Landlord acknowledge that each of the foregoing criteria are reasonable as of the date of execution of this Lease. The foregoing criteria shall not exclude any other reasonable basis for Landlord to refuse its consent to such assignment or sublease. Any approved assignment or sublease shall be expressly subject to the terms and conditions of this Lease. Tenant shall provide to Landlord all information concerning the assignee or sublessee as Landlord may request. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's ’s obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's ’s other obligations under this Lease (regardless of whether Landlord's ’s approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration received in lieu of rent therefor or incident thereto) exceeds the rental payable under this Lease, except as the same relates to a Tenant Affiliate or an entity described in the second paragraph of this Section 17, regardless of its net worth or any transfer of ownership interests as set forth above which is deemed to be an assignment hereunder, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all Fifty percent (50%) of such excess rental and other excess consideration within 10 days following receipt thereof by Tenant, after first deducting therefrom Tenant’s reasonable broker commissions, and tenant improvement costs to effectuate such transfer. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's ’s leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder beyond applicable notice and cure periods Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunder.
Appears in 1 contract
Assignment and Subletting. Without Landlord's prior written consent, Tenant shall not assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), without the prior written consent of LandlordLESSOR, which consent shall not be unreasonably withheld. Tenant LESSEE shall reimburse Landlord for all not assign, mortgage, pledge, hypothecate, or sublet this lease agreement in whole or in part to any entity other than a wholly-owned subsidiary or affiliate of Landlord's reasonable out-of-pocket expenses in connection with any LESSEE. If LESSOR approves an assignment or sublease. Upon Landlord's receipt sublease of Tenant's written notice all or part of a desire to assign or sublet the Premises, or any part thereof (other than that approval shall not operate to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's release LESSEE from its obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenantlease agreement unless LESSOR expressly releases LESSEE in writing. If this Lease be assigned LESSEE assigns or if sublets the Premises be subleased (whether Premises, in whole or in part, to an entity other than a wholly-owned subsidiary or affiliate of LESSEE, LESSEE agrees to pay LESSOR a percentage of the rent collected under the assignment or sublease in excess of the rent due under this Lease (the "excess rent") or calculated as follows: multiply the amount of excess rent times a fraction, the numerator of which is the LESSOR's book value in the event Premises and the denominator of which is the sum of the mortgageLESSOR's and LESSEE's book value in the Premises. If multiple accounting records are kept, pledgethose used for federal income tax purposes shall be used for this calculation. LESSEE may retain all excess rent from a sublease where the subtenant is an aviation industry client or customer of LESSEE, the sublease is made in the ordinary course of LESSEE'S business, and the sublease is for not more than 40% of the Premises. LESSEE may retain all excess rent for the first three years of an approved assignment or hypothecation sublease if LESSEE is in financial need, but thereafter, LESSEE shall pay all excess rent to LESSOR. Notwithstanding anything contained herein to the contrary, LESSEE may assign or sublet all or a portion of Tenant's leasehold interest or grant of any concession or license within the Premises to a wholly-owned subsidiary or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunderan affiliate.
Appears in 1 contract
Assignment and Subletting. Without Landlord's prior written consent, Tenant shall not assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), without the prior written consent of Landlord. Tenant shall reimburse Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with any assignment or sublease. Upon Landlord's receipt of Tenant's written notice of a desire to assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under wider this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant tenant of its covenants, duties, or obligations hereunder.
Appears in 1 contract
Samples: Lease Agreement (Brightpoint Inc)
Assignment and Subletting. Without Landlord's ’s prior written consentconsent which shall not be unreasonably withheld, delayed or conditioned provided that the conditions set forth on Addendum 3 are met, Tenant shall not assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "“Tenant Affiliate"”), without the prior written consent of Landlord. Tenant shall reimburse Landlord for all of Landlord's ’s reasonable out-of-pocket expenses in connection with any assignment or sublease, not to exceed $1,000 per occurrence. Upon Landlord's ’s receipt of Tenant's ’s written notice of a desire to assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's ’s notice, terminate this Lease with respect to the space described in Tenant's ’s notice, as of the date specified in Tenant's ’s notice for the commencement of the proposed assignment or sublease. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's ’s obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's ’s other obligations under this Lease (regardless of whether Landlord's ’s approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration (after deducting Tenant’s brokerage commissions, reasonable attorney’s fees and reasonable costs of improvements made by Tenant in connection therewith) within 10 days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's ’s leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunder.
Appears in 1 contract
Samples: Lease Agreement (Gtsi Corp)
Assignment and Subletting. Without Landlord's prior written consent, which Landlord shall not unreasonably withhold, Tenant shall not assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may without the prior written consent of Landlord, assign or sublet the Premises, or any part thereof, to (a) any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), without or (b) to any person or entity which shall acquire not less than 51% of the stock or assets of Tenant as a result of a consolidation, merger or sale, provided that in the case of this Subparagraph 18(b), (x) such consolidation, merger or sale is for a good business purpose and not principally for the purpose of transferring Tenant's leasehold estate, and (y) the assignee or successor entity has a net worth at least equal to the net worth of Tenant immediately prior written consent of Landlordto such consolidating merger or sale. Tenant shall reimburse Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with any assignment or sublease. Upon Landlord's receipt of Tenant's written notice of a desire to assign or sublet 50% or more of the Premises, or any part thereof Premises (other than to a Tenant AffiliateAffiliate or other person or entity for which Landlord's consent is not required), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. Notwithstanding any assignment or sublettingIf Landlord so terminates the Lease, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for Landlord may enter into a lease directly with the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a proposed sublessee or assignee (or a combination of the rental payable under such assignee. Tenant may withdraw its notice to sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay assign by notifying Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this after Landlord has given Tenant notice of such termination, in which case the Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, not terminate but shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereundercontinue.
Appears in 1 contract
Samples: Lease Agreement (CVC Inc)
Assignment and Subletting. Without Landlord's prior written consent, Tenant shall not assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no 4) effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under no common control with Tenant (a "Tenant Affiliate"), without the prior written consent of Landlord. Tenant shall th reimburse Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with any assignment or sublease. Upon Landlord's receipt of Tenant's written notice of a desire to assign or sublet the Premises, or any part ld thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been beenm obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration a therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. *fifty percent (50%) of If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunder.in
Appears in 1 contract
Assignment and Subletting. Without Landlord's ’s prior written consent, which Landlord shall not unreasonably withhold, condition or delay, Tenant shall not assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "“Tenant Affiliate"”), without the prior written consent of Landlord. Tenant shall reimburse Landlord for all of Landlord's ’s reasonable out-of-pocket expenses in connection with any assignment or subleasesublease up to a maximum amount of $1,000. Upon Landlord's ’s receipt of Tenant's ’s written notice of a desire to assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's ’s notice, terminate this Lease with respect to the space described in Tenant's ’s notice, as of the date specified in Tenant's ’s notice for the commencement of the proposed assignment or sublease. If Landlord so terminates the Lease, Landlord may enter into a lease directly with the proposed sublessee or assignee. Tenant may withdraw its notice to sublease or assign by notifying Landlord within 10 days after Landlord has given Tenant notice of such termination, in which case the Lease shall not terminate but shall continue. Provided no default has occurred and is continuing under this Lease, upon 10 days prior written notice to Landlord, Tenant may, without Landlord’s prior written consent, assign this Lease to an entity into which Tenant is merged or consolidated or to an entity to which all or substantially all of Tenant’s assets are transferred, provided (x) such merger, consolidation, or transfer of assets is for a good business purpose and not principal for the purpose of transferring Tenant’s leasehold estate, and (y) the assignee or successor entity has a net worth at least equal to Tenant immediately prior to such merger, consolidation, or transfer. It shall be reasonable for the Landlord to withhold its consent to any assignment or sublease in any of the following instances: (i) an Event of Default has occurred and is continuing that would not be cured upon the proposed sublease or assignment; (ii) the assignee does not have a tangible net worth calculated according to generally accepted accounting principles at least equal to or greater than $100,000,000; (iii) the intended use of the Premises by the assignee or sublessee is not reasonably satisfactory to Landlord; (iv) the intended use of the Premises by the assignee or sublessee would materially increase the pedestrian or vehicular traffic to the Premises or the Project; (v) occupancy of the Premises by the assignee or sublessee would, in Landlord’s opinion, violate an agreement binding upon Landlord or the Project with regard to the identity of tenants, usage in the Project, or similar matters; (vi) the identity or business reputation of the assignee or sublessee will, in the good faith judgment of Landlord, tend to damage the goodwill or reputation of the Project; (vii) in the case of a sublease, the subtenant has not acknowledged that the Lease controls over any inconsistent provision in the sublease; or (viii) the proposed assignee or sublessee is a governmental agency. Tenant and Landlord acknowledge that each of the foregoing criteria are reasonable as of the date of execution of this Lease. The foregoing criteria shall not exclude any other reasonable basis for Landlord to refuse its consent to such assignment or sublease. Any approved assignment or sublease shall be expressly subject to the terms and conditions of this Lease. Tenant shall provide to Landlord all information concerning the assignee or sublessee as Landlord may request. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's ’s other obligations under this Lease (regardless of whether Landlord's ’s approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder fifty percent (50%) of all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant, less reimbursement of Tenant’s reasonable costs incurred in such assignment or subletting provided that the reasonable costs shall be paid to Tenant in equal monthly installments over the Lease Term. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's ’s leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunder. Nothing herein shall prohibit Tenant herein from granting a security interest in Tenant’s personal property in the Premises.
Appears in 1 contract
Assignment and Subletting. Without Landlord's prior written consent, Tenant This property is rented as a private residence. Tenant(s) shall not assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), without the prior written consent of the Landlord. Tenant Tenant(s) shall reimburse not sublet any portion of the House. Air BNB or similar short term rental service is not allowed at any time. If approval is given for an assignment, there will be an administrative handling charge of $250.00 to each outgoing Tenant(s) for services in transferring or assigning this Lease to another Tenant(s). Any assignee Tenant(s) shall be required to submit an application to the Landlord. Such application shall be processed in the same manner as would a new Tenant(s)’s application and subject to applicable application fees in addition to the handling charge. Before Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with will accept any assignment or sublease. Upon Landlord's receipt of Tenant's written notice of a desire to assign or sublet the Premises, or any part thereof (other than applications related to a Tenant Affiliatelease assignment, the Tenant(s) must be in good standing. In either case (unless otherwise agreed in writing signed by Landlord), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as original Tenant(s) remains primarily liable for any rents or other charges unpaid under the original terms of the date specified in Tenant's notice for the commencement of the proposed assignment or subleaseLease. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease Landlord shall at all times remain fully responsible have knowledge of all Tenant(s) who occupy the House. A completed application must be submitted and liable approved and all related documents must be signed by Landlord and Tenant(s) (remaining, outgoing and incoming) prior to move-in. A charge $300 violation fee will be charged for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that the rent a violation, which shall be due and payable by immediately and which shall constitute a sublessee or assignee (or a combination breach of Lease. If such fee is not paid, Tenant(s) hereby authorizes it to be deducted from any available deposit at the end of the rental payable under Lease term, or at Landlord’s discretion, will result in a 10-Day Notice to Comply. Tenant(s) understand the original Deposit paid at the beginning of the Lease will remain with the House. If a pet is currently in the House or if a fee for an illegal pet has been processed, any assignment of the Lease will require the outgoing Tenant(s) to have a UV test performed on the carpet by the Landlord’s approved vendor BEFORE Landlord will allow the assignment. Documentation of such sublease test must be provided to Landlord on or by the day all documents are to be signed. The UV test will also apply even if remaining Tenant(s) is the one with the pet. If the results of the UV test indicate damage, approval for assignment plus may not be given until existing damage is remedied by the outgoing Tenant(s). Landlord may deny any bonus assignments in which assignment of Lease has occurred more than two times during the Lease term or other consideration therefor any extended terms. Pets: No pets of any kind, even temporarily, are allowed in the House without Landlord's prior written consent whether pet is considered a companion / service pet or incident theretonot. No “guest pets” will be allowed at any time. Any violation of this rule will result in a 10-Day Notice to Comply, and/or a $400 violation fee per pet at the discretion of the Landlord. The violation will also result in a charge to have the House tested with an ultra xxxxxx xxx for urine damage and have the House sprayed for fleas. These expenses must be paid at the time the expense is incurred. If violation fees are charged and not paid, Tenant(s) exceeds hereby authorizes the rental payable under this Leasefees to be deducted from any available deposit at the end of the Lease term, then Tenant or at Landlord’s discretion, will result in a 10-Day Notice to Comply. Payment of the fee does not give permission to keep the pet in the House. Payment of a pet fee or additional deposit shall not limit damages assessable to Tenant(s). If permission for a pet is granted, it shall be bound evidenced by an initial $20 pet application with pet photo and obligated a Pet Agreement attached hereto. Landlord, at Landlord’s discretion, may require Renter’s Insurance that includes a Pet Clause for the pet that is being allowed. Permission is granted per Pet. Each pet must be listed on the Pet Agreement in order to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenantbe considered an allowed pet. Fish tanks must not exceed 30 gallons. Tenant(s) agree not to feed or care for any pets or animals on the balconies or common areas. This includes no bird feeders, bowls for stray animals, etc. If this Lease Tenant(s) has pets, service or companion animals, they must be assigned or if secured during maintenance work. If not, Maintenance shall be entitled to leave the Premises be subleased (whether in whole or in part) or in unit prior to the event completion of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; work and all such rentals collected by Tenant it shall be held in trust for Landlord and immediately forwarded Tenant(s)’s sole responsibility to Landlord. No such transaction or collection schedule the completion of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunderwork after the animal has been secured.
Appears in 1 contract
Samples: Lease Agreement
Assignment and Subletting. Without Landlord's ’s prior written consent, Tenant shall not assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "“Tenant Affiliate"”), without the prior written consent of Landlord. Tenant shall reimburse Landlord for all of Landlord's ’s reasonable out-of-pocket expenses in connection with any assignment or sublease. Upon Landlord's ’s receipt of Tenant's ’s written notice of a desire to assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's ’s notice, terminate this Lease with respect to the space described in Tenant's ’s notice, as of the date specified in Tenant's ’s notice for the commencement of the proposed assignment or sublease. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's ’s obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's ’s other obligations under this Lease (regardless of whether Landlord's ’s approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall be he bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's ’s leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunder.
Appears in 1 contract
Assignment and Subletting. Without Landlord's prior written consent, which Landlord shall not unreasonably withhold or delay, Tenant shall not assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. In the event that Landlord fails to provide its consent of such assignment or sublet within 30 days following Tenant's request thereof, then Landlord's consent shall be deemed denied for purposes hereunder. For purposes of this paragraph, a transfer of 50% or more of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), without the prior written consent of Landlord. Tenant shall reimburse Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with any assignment or sublease, not to exceed $2,000 per event of assignment or subletting. Upon Landlord's receipt of Tenant's written notice of a desire to assign or sublet substantially all of the PremisesPremises for substantially all of the remaining Lease Term (excluding any transfer permitted to be done without Landlord's consent in this Paragraph 17, or and further excluding any part thereof (other than transfer of ownership interests as set forth above which is deemed to a Tenant Affiliatebe an assignment hereunder), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. If Landlord so terminates the Lease, Landlord may enter into a lease directly with the proposed sublessee or assignee. Tenant may withdraw its notice to sublease or assign by notifying Landlord within 10 days after Landlord has given Tenant notice of such termination, in which case the Lease shall not terminate but shall continue. Notwithstanding anything contained herein to the contrary, provided no Event of Default has occurred and is continuing under this Lease beyond any applicable cure period, upon 10 days prior written notice to Landlord, Tenant may, without Landlord's prior written consent, assign this Lease to an entity into which Tenant is merged or consolidated or to an entity to which substantially all of Tenant's assets are transferred, provided (x) such merger, consolidation, or transfer of assets is for a good business purpose and not principally for the purpose of transferring Tenant's leasehold estate, and (y) the assignee or successor entity has a net worth at least equal to the net worth of Tenant immediately prior to such merger, consolidation, or transfer (collectively, a "Permitted Transfer"). It shall be reasonable for the Landlord to withhold its consent to any assignment or sublease in any of the following instances: (i) an Event of Default has occurred and is continuing beyond any applicable cure period that would not be cured upon the proposed sublease or assignment; (ii) the assignee or sublessee does not have a net worth calculated according to generally accepted accounting principles at least equal to the greater of the net worth of Tenant immediately prior to such assignment or sublease or the net worth of the Tenant at the time it executed the Lease; (iii) the intended use of the Premises by the assignee or sublessee is not a permitted use hereunder; (iv) the intended use of the Premises by the assignee or sublessee would materially increase the pedestrian or vehicular traffic to the Premises or the Project; (v) occupancy of the Premises by the assignee or sublessee would, in Landlord's opinion, violate an agreement binding upon Landlord or the Project with regard to the identity of tenants, usage in the Project, or similar matters; (vi) the identity or business reputation of the assignee or sublessee will, in the good faith judgment of Landlord, tend to damage the goodwill or reputation of the Project; (vii) the assignment or sublet is to another tenant in the Project and is at rates which are below those charged by Landlord for comparable space in the Project; (viii) in the case of a sublease, the subtenant has not acknowledged that the sublease is subject to all of the terms and conditions of the Lease; or (ix) the proposed assignee or sublessee is a governmental agency. Tenant and Landlord acknowledge that each of the foregoing criteria are reasonable as of the date of execution of this Lease. The foregoing criteria shall not exclude any other reasonable basis for Landlord to refuse its consent to such assignment or sublease. Any approved assignment or sublease shall be expressly subject to the terms and conditions of this Lease. Tenant shall provide to Landlord all information concerning the assignee or sublessee as Landlord may request. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration received in lieu of rent therefor or incident thereto) exceeds the rental payable under this Lease, except as the same relates to a Tenant Affiliate or a Permitted Transfer or any transfer of ownership interests as set forth above which is deemed to be an assignment hereunder, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder 50% of all such excess rental and other excess consideration actually received by Tenant within 10 days following receipt thereof by Tenant, after deducting standard tenant improvements, reasonable brokerage fees, and reasonable attorney's fees. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder beyond any applicable cure period, Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunder.
Appears in 1 contract
Assignment and Subletting. Without Landlord's prior written consent, (a) Tenant shall not assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate")not, without the prior written consent of Landlord. Tenant , which consent shall reimburse Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with not be unreasonably withheld or delayed, assign this Lease or any assignment or sublease. Upon Landlord's receipt of Tenant's written notice of a desire to assign interest herein or sublet the Premises, Premises or any part thereof (other than thereof. Any of the foregoing acts without such consent shall be void. If at any time during the Term Tenant desires to a assign this Lease or sublet all or any part of the Premises, Tenant Affiliate), Landlord may, by giving written shall give notice to Tenant within 30 days after receipt Landlord of Tenant's noticesuch desire, terminate this Lease with respect to including the space described in Tenant's noticename, as of the date specified in Tenant's notice address and contact party for the commencement proposed assignee or subtenant, the effective date of the proposed assignment or sublease (including the proposed occupancy date by the proposed assignee or sublessee), and in the instance of a proposed sublease. Notwithstanding any assignment or subletting, Tenant the square footage to be subleased, a floor plan professionally drawn to scale depicting the proposed sublease area, and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment a statement of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination duration of the rental payable under such proposed sublease or assignment plus (which shall in any bonus or other consideration therefor or incident thereto) exceeds and all events expire by its terms prior to the rental payable under scheduled expiration of this Lease, then and immediately upon the sooner termination hereof).Landlord may, at its option, exercisable by notice given to Tenant shall be bound and obligated within thirty (30) days next following Landlord’s receipt of Tenant’s notice, elect to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If recapture the Premises (“Take-Back Option”) if Tenant is proposing to sublet or terminate this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of an assignment. Tenant may undo its assignment or sublet request in the mortgageevent that Landlord notifies Tenant that Landlord is exercising the Take-Back Option by providing written notice to Landlord of such effect within fifteen (15) days after receipt of Landlord’s notice. Regardless of Landlord’s consent, pledge, no subletting or hypothecation assignment shall release Tenant of Tenant's leasehold interest ’s obligation or grant alter the primary liability of any concession or license within Tenant to pay the Premises or if the Premises Rent and to perform all other obligations to be occupied in whole or in part by anyone other than Tenant, then upon a default performed by Tenant hereunder for the remainder of the then current Lease Term. Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust entitled to a $500 fee for Landlord and immediately forwarded consenting to Landlord. No such transaction any sublet or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunderassignment.
Appears in 1 contract
Samples: Lease (Actua Corp)
Assignment and Subletting. Without Landlord's prior written consent, (a) Tenant shall not assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate")not, without the prior written consent of Landlord. Tenant , which consent shall reimburse Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with not be unreasonably withheld or delayed, assign this Lease or any assignment or sublease. Upon Landlord's receipt of Tenant's written notice of a desire to assign interest herein or sublet the Premises, Premises or any part thereof (other than thereof. Any of the foregoing acts without such consent shall be void. If at any time during the Term Tenant desires to a assign this Lease or sublet all or any part of the Premises, Tenant Affiliate), Landlord may, by giving written shall give notice to Tenant within 30 days after receipt Landlord of Tenant's noticesuch desire, terminate this Lease with respect to including the space described in Tenant's noticename, as of the date specified in Tenant's notice address and contact party for the commencement proposed assignee or subtenant, the effective date of the proposed assignment or sublease (including the proposed occupancy date by the proposed assignee or sublessee), and in the instance of a proposed sublease. Notwithstanding any assignment or subletting, Tenant the square footage to be subleased, a floor plan professionally drawn to scale depicting the proposed sublease area, and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment a statement of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination duration of the rental payable under such proposed sublease or assignment plus (which shall in any bonus or other consideration therefor or incident thereto) exceeds and all events expire by its terms prior to the rental payable under scheduled expiration of this Lease, then and immediately upon the sooner termination hereof). Landlord may, at its option, exercisable by notice given to Tenant shall be bound and obligated within thirty (30) days next following Landlord’s receipt of Tenant’s notice, elect to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If recapture the Premises (“Take-Back Option”) if Tenant is proposing to sublet or terminate this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of an assignment. Tenant may undo its assignment or sublet request in the mortgageevent that Landlord notifies Tenant that Landlord is exercising the Take-Back Option by providing written notice to Landlord of such effect within fifteen (15) days after receipt of Landlord’s notice. Regardless of Landlord’s consent, pledge, no subletting or hypothecation assignment shall release Tenant of Tenant's leasehold interest ’s obligation or grant alter the primary liability of any concession or license within Tenant to pay the Premises or if the Premises Rent and to perform all other obligations to be occupied in whole or in part by anyone other than Tenant, then upon a default performed by Tenant hereunder for the remainder of the then current Lease Term. Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust entitled to a $500 fee for Landlord and immediately forwarded consenting to Landlord. No such transaction any sublet or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunderassignment.
Appears in 1 contract
Samples: Lease (Icg Group, Inc.)
Assignment and Subletting. Without Landlord's prior written consent, Tenant shall may not assign this Lease Lease, or sublease the Premises sublet all or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any portion of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Leased Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), without the prior written consent of the Landlord, which shall not be unreasonably withheld or delayed, and in the event the request is denied, Landlord will provide reasons for the denial. In the event the Tenant shall reimburse Landlord for requests the Landlord’s consent to an assignment or subletting of all or substantially all of Landlord's reasonable out-of-pocket expenses in connection with any assignment or sublease. Upon Landlord's receipt the leased premises for the remainder of Tenant's written notice of the term, the Landlord reserves the right to Terminate this Lease, take back the Leased Premises and enter directly into a desire to assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease with respect Tenant’s proposed Lessee or Assignee. If the Landlord consents in writing to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. Notwithstanding any an assignment or subletting, Tenant the assignee or subtenant must conform to all the Terms, covenants and any guarantor or surety conditions of Tenant's obligations this master Lease. Both the master tenant and subtenant must warrant that the subtenant meets all applicable federal, state and local rules, laws, ordinances and codes, and that the use and occupancy of the subtenant is permissible under this Lease shall at all times remain fully responsible municipal zoning regulations and liable that a Certificate of Occupancy will be obtained for the payment proposed use prior to entry and possession by such assignee or subtenant. Tenant shall provide Landlord a copy of the rent sublease agreement showing all terms and for compliance with all conditions of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings)the sublease. In the event that If the rent due and payable to be paid by a sublessee or assignee (or a combination the sub-tenant is greater than the Basic Rent as per ARTICLE 4 of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated pay to pay Landlord as additional rent hereunder all 50% (fifty percent) of the difference, after deducting any actual, reasonable out of pocket costs incurred in connection with procuring the sub-tenant. Notwithstanding such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If assignment or subletting, the master tenant in this Lease be assigned or if shall remain directly and primarily liable to the Premises be subleased (whether in whole or in part) or in the event Landlord for performance of the mortgageTerms and conditions of this Lease, pledgeand the Landlord shall have the right to require and demand that the master tenant hereunder pay and perform the Terms of this Lease. Notwithstanding the above, or hypothecation Tenant may, on notice to but without requiring the consent of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions assign or a release of Tenant from the further performance by Tenant sublease to any of its covenantsaffiliate or parent entities and to their or Tenant’s successors by way of merger, dutiesconsolidation or sale, provided that there is no change of use of the Leased Premises by reason of such assignment or obligations hereundersublease.
Appears in 1 contract
Samples: Lease Agreement (Sielox Inc)
Assignment and Subletting. Without Landlord's prior written consentIt is understood and agreed that the Leased Center is one of the Cheetah Centers being leased of even date herewith by Lessor to Lessee, Tenant shall not and that Lessor agrees that Lessee may assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing Cheetah Centers to third parties experienced in the operation of nursing homes. However, Lessee grants to Lessor, or its assigns, a right of first refusal to sublease the Leased Center on the same terms offered to a third party by Lessee. Lessee's right to sublease shall be void subject to Lessor's right of first refusal. Lessee shall provide Lessor with notice of any intent to sublease and information indicating the sublessee's experience in the operation of no effectnursing homes. For purposes of this paragraphLessor shall have 10 days to notify Lessee whether or not Lessor elects to sublease the Leased Center. In the event Lessor declines to sublease the Leased Center (or does not timely respond to Lessor), a transfer of Lessee may thereafter sublease the ownership interests controlling Tenant Leased Center. Any sublease shall be deemed an assignment subject to the terms of this Lease unless such and that the proposed sublessee and Lessee have timely complied with all change of ownership interests are publicly tradedand certification of all applicable governmental authorities. Notwithstanding If Lessee subleases the aboveLeased Center and Lessor does not exercise the right of first refusal, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), without the prior written consent of Landlord. Tenant Lessee shall reimburse Landlord remain primarily liable for all of Landlord's reasonable out-of-pocket expenses in connection with any assignment or sublease. Upon Landlord's receipt of Tenant's written notice of a desire to assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as full payment and performance of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at and all times remain fully responsible other terms and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings)conditions hereunder. In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this LeaseIf Lessor subleases, then Tenant Lessee shall be bound released of all obligations and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned or if liabilities under the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunderLease."
Appears in 1 contract
Assignment and Subletting. Without Landlord's prior written consent, Tenant (1) Sublessee shall not assign this Lease or sublease the Premises or any part thereof or assign, sublet, mortgage, pledgepledge or encumber this Sublease, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Subleased Premises, or any part interest in the whole or in any portion thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), without the prior written consent of LandlordSublessor (which consent shall not be unreasonably withheld or delayed). Tenant For purposes of this Article 16, a transfer, in one transaction or a series of transactions, of a controlling interest in the capital stock or other ownership or membership interests in Sublessee shall reimburse Landlord be deemed to be an assignment of this Sublease. If Sublessee makes any such assignment, mortgage, sublease or pledge (whether with or without Sublessor's written consent), Sublessee named herein shall nonetheless remain primarily liable for the performance and observation of all of Landlord's reasonable out-of-pocket expenses the terms of this Sublease required to be observed or performed by Sublessee hereunder. Fifty percent (50%) of the amount by which any rentals, fees and charges from time to time received by Sublessee in connection with any such assignment or sublease (after first netting out any reasonable brokerage and re-letting expenses actually incurred by Sublessee), exceed the Fixed Rent and Additional Rent payable to Sublessor hereunder (hereinafter referred to as "Excess Rental") shall be paid immediately by Sublessee to Sublessor as Additional Rent under this Sublease. In such event, the Fixed Rent and Additional Rent payable by Sublessee to Sublessor under this Sublease for the balance of the Sublease Term shall be increased by an amount equal to the Excess Rental. In addition, Sublessor shall have the option, in its sole discretion, to terminate this Sublease effective as of the proposed effective date of any assignment or sublease. Upon Landlord, by giving Sublessee written notice thereof within ten (10) days after Sublessor's receipt of Tenant's written said notice from Sublessee; and in the event Sublessee shall propose to sublet only a portion of a desire to assign or sublet the Subleased Premises, Sublessor shall have the additional option to terminate this Sublease as to that portion of the Subleased Premises proposed to be sublet. Should Sublessor not elect to so terminate this Sublease in connection with any proposed subletting or assignment, Sublessor shall continue to have the right to disapprove same (subject to the terms herein). Upon any part thereof (subletting or assignment by Sublessee in accordance with the terms hereof, any extension option granted herein other than a permitted assignment pursuant to Paragraph 16 (3) shall become null and void. Consent by Sublessor to one or more assignments or sublettings shall not operate as a Tenant Affiliate), Landlord may, by giving written notice waiver of Sublessor's rights as to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such subsequent assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunder.
Appears in 1 contract
Assignment and Subletting. Without Landlord's prior written consent, Tenant shall not assign this Lease in whole or sublease the Premises in part, nor shall Tenant sublet all or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), without the prior written consent of the Landlord, which consent may be granted or withheld. Tenant shall reimburse Should Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with any grant its consent to an assignment or sublease. Upon Landlord's receipt of Tenant's written notice of a desire to assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed no such assignment or sublease. Notwithstanding sublease shall relieve Tenant from any assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable arising under this Lease, then including, without limitation, the payment of rent and additional rent, and any indemnification obligations set forth in this Lease. Notwithstanding the foregoing, Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If may assign this Lease be assigned without Landlord’s consent if such assignment is made in connection with Tenant’s sale of all or if substantially all of its parking facility operations in Wichita, Kansas. Landlord shall have the Premises be subleased (whether right to sell, transfer or assign, in whole or in part) or , its rights and obligations under this Lease and in the event Premises. Any such sale, transfer or assignment shall operate to release Landlord from any and all liabilities under this Lease arising after the date of such sale, assignment or transfer. Tenant accepts this Lease subject and subordinate to any recorded lease, mortgage, deed to secure debt or deed of trust lien presently existing, if any, or hereafter encumbering the Premises and any renewals, modifications, extensions or replacements thereof and to all existing ordinances and recorded restrictions, covenants, easements, and agreements with respect to the Premises. Landlord hereby is irrevocably vested with full power and authority to subordinate Tenant’s interest under this Lease to any mortgage, deed to secure debt or deed of trust lien hereafter placed on the Premises, and Tenant agrees upon demand to execute additional instruments subordinating this Lease as Landlord may require. Upon any foreclosure, or any other transfer of Landlord’s interest in the Premises, whether or not in connection with a mortgage, Tenant hereby does, and hereafter agrees to attorn to the purchaser at such foreclosure sale or to the grantee under any deed in lieu of foreclosure or to any other transferee of Landlord’s interest, and shall recognize such purchaser, grantee, or other transferee as Landlord under this Lease, and no further attornment or other agreement shall be required to effect or evidence Tenant’s attornment to and recognition of such purchaser or grantee as Landlord hereunder provided that such assignee, mortgagee or purchaser agrees not to disturb Tenant's possession so long as Tenant is not in default under the terms of this Lease. Landlord shall use commercially reasonable efforts to procure a Non-disturbance Agreement from Landlord’s lender on such lender’s standard form, pursuant to which such lender agrees that so long as Tenant is not in default under the Lease beyond any applicable notice and cure period, lender shall not disturb Tenant’s use of the mortgagePremises if lender forecloses upon or otherwise takes possession of the Premises. Such agreement of Tenant to attorn shall survive any such foreclosure sale, pledgetrustee’s sale, conveyance in lieu thereof, or hypothecation any other transfer of Tenant's leasehold Landlord’s interest or grant of any concession or license within in the Premises or if the Premises be occupied in whole or in part by anyone other than Premises. Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assigneedemand, sublesseeat any time, mortgageebefore or after any such foreclosure sale, pledgeetrustee’s sale, party to whom the leasehold interest was hypothecatedconveyance in lieu thereof, concessionee or licensee or other occupant andtransfer shall execute, except acknowledge and deliver to the extent set forth in mortgagee any written instruments and certificates evidencing such attornment as the preceding paragraph, apply the amount collected mortgagee or other prospective transferee may reasonably require. Notwithstanding anything to the next rent payable hereunder; contrary implied in this Section, any mortgagee under any mortgage shall have the right at any time to subordinate any such mortgage to this Lease on such terms and all subject to such rentals collected by Tenant shall be held conditions as the mortgagee in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunderdiscretion may consider appropriate.
Appears in 1 contract
Samples: Parking Maintenance Agreement
Assignment and Subletting. Without Landlord's prior written consent, Tenant shall not assign assign, sublease, transfer or encumber any interest in this Lease or sublease allow any third party to use any portion of the Premises (collectively or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraphindividually, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant AffiliateTransfer"), ) without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. It is further understood that any renewal, extension or modification of an existing sublease shall also require Landlord's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Any attempted Transfer in violation of this Section shall, at Landlord's option, be void. Within 15 calendar days after receipt of executed copies of the transfer documentation and such other information as Landlord may reasonably request, Landlord shall either: (a) consent to the Transfer by execution of a consent agreement in a form reasonably designated by Landlord; (b) refuse to consent to the Transfer; or (c) recapture the portion of the Premises that Tenant is proposing to Transfer. If Landlord exercises its right to recapture, the Lease shall automatically be amended to delete the applicable portion of the Premises effective on the proposed effective date of the Transfer. Upon Landlord's consent to any Transfer, Tenant shall pay and continue to pay Landlord fifty percent (50%) of any net "Transfer Premium" (defined below), received by Tenant from the transferee. "Transfer Premium" shall mean all rent, Additional Rent or other consideration payable by a Transferee in connection with a Transfer in excess of the Base Rent, Taxes and Expenses payable by Tenant under this Lease during the term of the Transfer and if such Transfer is for less than all of the Premises, the Transfer Premium shall be calculated on a rentable square foot basis less any out-of-pocket concessions such as 4823-6605-5163.8 5 FLIGHT AT TUSTIN LEGACY ChromaDex free rent, moving or tenant improvement allowances, legal fees including Landlord’s review fee and attorney’s fees as described below paid by Landlord, brokerage commissions, space planning fees and lease assumption costs. Tenant hereby waives the provisions of Section 1995.310 of the California Civil Code, or any similar or successor Laws, now or hereinafter in effect, and all other remedies, including, without limitation, any right at law or equity to terminate this Lease, on its own behalf and, to the extent permitted under all applicable Laws, on behalf of the proposed transferee. In no event shall any Transfer release or relieve Tenant from any obligation under this Lease. Tenant shall pay Landlord a review fee of $1,500.00 for Landlord's review of any requested Transfer. Additionally, Tenant shall reimburse Landlord for all of reasonable attorneys' fees and costs incurred by Landlord with respect to any Transfer not to exceed $2,000.00 per proposed Transfer, whether consented to or not. If Tenant is in Default (as defined below), Landlord may require that all sublease payments be made directly to Landlord's reasonable out-of-pocket expenses , in connection with any assignment or sublease. Upon Landlord's receipt which case Tenant shall receive a credit against Rent in the amount of Tenant's written notice share of a desire to assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof payments received by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunder.
Appears in 1 contract
Assignment and Subletting. Without Landlord's prior written consentNot to assign, Tenant shall not assign transfer, mortgage or ------------------------- pledge this Lease or to sublease (which term shall be deemed to include the granting of concessions and licenses and the like) all or any part of the Premises or suffer or permit this Lease or the leasehold estate hereby created or any part thereof other rights arising under this Lease to be assigned, transferred or mortgageencumbered, pledgein whole or in part, whether voluntarily, involuntarily or by operation of law, or hypothecate its leasehold interest or grant any concession or license within permit the occupancy of the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling by anyone other than Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), without the prior written consent of Landlord. In the event Tenant desires to assign this Lease or sublet any portion or all of the Premises, Tenant shall reimburse notify Landlord for all in writing of LandlordXxxxxx's reasonable out-of-pocket expenses in connection with any assignment or sublease. Upon Landlord's receipt of Tenant's written notice of a desire intent to so assign this Lease or sublet the PremisesPremises and the proposed effective date of such subletting or assignment, and shall request in such notification that Landlord consent thereto. Landlord may terminate this Lease in the case of a proposed assignment, or any part thereof (other than suspend this Lease pro tanto for the period and with respect to the space involved in the case of a Tenant Affiliate), Landlord mayproposed subletting, by giving written notice of termination or suspension to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease with respect such termination or suspension to the space described in Tenant's notice, be effective as of the effective date specified in Tenantof such assignment or subletting. If Landlord does not so terminate or suspend Landlord's notice consent shall not be unreasonably withheld to an assignment during the original term of this Lease or to a subletting during the term of this Lease, provided that the assignee or subtenant shall use the Premises only for the commencement Permitted Uses. Tenant shall, as Additional Rent, reimburse Landlord promptly for Landlord's reasonable legal expenses incurred in connection with any request by Tenant for such consent. If Landlord consents thereto, no such subletting of assignment shall in any way impair the continuing primary liability of Tenant hereunder, and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the proposed assignment obligation to obtain the Landlord's written approval in the case of any other subletting or subleaseassignment. Notwithstanding With respect to any assignment or sublettingsublease during the original term of this Lease, such assignment shall not include the right granted to Tenant under Section 2.3 above to extend the term and any guarantor or surety of Tenant's obligations under this Lease such sublease shall at all times remain fully responsible and liable be for a term expiring no later than the payment expiration of the rent and for compliance original term of this Lease. The provisions of the preceding paragraph shall not apply to transactions with an entity into which or with which Tenant is merged or consolidated or to which substantially all of Tenant's other assets are transferred or to any entity which controls or is controlled by or under common control with Tenant, provided that in any of such events (i) the successor to Tenant has a net worth computed in accordance with generally accepted accounting principles at least equal to the net worth of Tenant immediately prior to such merger, consolidation or transfer, (ii) proof reasonably satisfactory to Landlord of such net worth shall have been delivered to Landlord at least ten (10) days prior to the effective date of any such transaction, and (iii) the assignee agrees directly with Landlord, by written instrument in form reasonably acceptable to Landlord, to perform all of the obligations under this Lease (regardless of whether Landlord's approval has been obtained Tenant. If for any such assignments assignment or sublettings). In sublease consented to by Landlord hereunder Xxxxxx receives rent or other consideration, either initially or over the event that term of the assignment or sublease, in excess of the rent due called for hereunder, or in case of sublease of all or part, in excess of such rent fairly allocable thereto, after appropriate adjustments to assure that all other payments called for hereunder are appropriately taken into account and payable by a sublessee after deduction for reasonable expenses of Tenant in connection with the assignment or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Leasesublease, then Tenant shall be bound and obligated to pay to Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased fifty (whether in whole or in part50%) or in the event percent of the mortgageexcess of each such payment of rent or other consideration received by Tenant promptly after its receipt. Whenever Tenant lists with a broker or brokers or otherwise advertises, pledge, holds out or hypothecation of Tenant's leasehold interest or grant of any concession or license within markets the Premises or if the Premises be occupied in whole any part thereof for sublease or in part by anyone other than Tenantassignment, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded give Xxxxxxxx Company, as brokers, a non-exclusive listing with respect to Landlord. No such transaction sublease or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunderassignment.
Appears in 1 contract
Assignment and Subletting. Without Landlord's prior written consent, Tenant Lessee shall not assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or nor sublet the Premises, premises or any part thereof, to nor shall any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate")other person occupy the premises, without written agreement from the Lessor. Unauthorized assignment or subletting shall result in forfeiture of the Security Deposit, and any incurred costs of repair or cleaning upon move out shall be the full responsibility of Lessee. Any modifications to the Lease must be coordinated with the Lessor. DEFAULT, HOLDING OVER, AND ABANDONMENT Should Lessee abandon this Lease at any time prior written consent to the termination date cited above, the full Security Deposit shall be forfeited. In addition, all unpaid rents through the expiration of Landlordthis lease will be due and payable at the time Lessee vacates the premises. Tenant Lessor may take all legal steps necessary to collect these unpaid funds. Any Failure of Lessee to comply with the terms and conditions of this Lease shall reimburse Landlord constitute default on the part of the Lessee and the Lessor shall be entitled to immediate possession of the premises. Xxxxxx’s retaking of the premises shall not be considered an election and Lessor may pursue any course of action for damages. In the event suit shall be brought or collection activity instituted for a violation of or to enforce the provisions of this Lease and/or collect a debt, Xxxxxx agrees to pay all costs of Landlord's reasonable out-of-pocket expenses in connection such action, including all attorney’s fees and all costs associated with any assignment collection activity. If Xxxxxx attempts to hold over they will be subject to prosecution for trespassing. RENEWAL TERM Nothing herein shall give the Lessee the right to renew this Agreement. Renewal Option Deadline is January 31, 2014. A renewal lease must be signed by the Lessee no later than January 31, 2014 or subleaseLessee forfeits any option to renew. Upon Landlord's receipt In the event Xxxxxx does not renew this Lease upon the date cited above, Xxxxxx shall vacate the premises on or before 12:00 NOON on the lease ending date set out in the first paragraph of Tenant's written notice of a desire this Lease. RIGHT OF ACCESS Lessor shall have the right to assign or sublet access the Premisespremises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's without notice, terminate this Lease with respect for inspection and maintenance during reasonable hours, and Xxxxxx agrees not to withhold access to the space described premises unreasonably. In case of emergency, Lessor may enter the premises at any time to protect life and/or prevent damage to the property. In any event, Lessor shall have the right to display a FOR RENT or FOR SALE sign, with appropriate information thereon, on the premises. Lessor shall have the right of access to the premises for the purpose of showing the unit to prospective tenants upon making a diligent attempt to notify Lessee one (1) day prior to such appointment. Lessee shall keep the lot and area in Tenant's noticeproximity of the unit entrances in clean and neat condition, and shall not put or allow any trash to be put thereon, nor cultivate plants, nor cut any trees without written permission of Lessor. If Xxxxxx fails to properly maintain the yard and surrounding grounds in the immediate proximity of Xxxxxx’s unit, Lessors will contract for such service at a cost to Lessee of the cost of such maintenance plus a fee of $25.00 for each time service is provided. DESTRUCTION OF PREMISES If the premises are rendered untenable for a period in excess of seven (7) days, for any reason beyond the control of either party, the Lease shall terminate as of the date specified in Tenant's notice of such destruction or damage, and rent shall be prorated as of that date. Lessor shall have the right to determine tenability. Should Lessor make a determination of temporary untenability (i.e. due to loss of heat, power or water), Lessor may, at Lessor’s sole option, approve a prorated per day credit for the commencement rent paid; however, Xxxxxx assumes no obligation for reimbursement to Lessee of the proposed assignment other accommodations or subleasehotel/hotel expenses. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the Lessee may not withhold rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments expenses without the written consent of Xxxxxx. ISSUANCE OF KEYS AND PENALTIES There shall be one key issued per Lessee upon the above-referred date the Lease becomes effective. At the termination of the lease each Lessee or sublettingsLessee(s) shall return to the Lessor ALL KEYS including the original key and all copies made by the Lessee(s). Failure to return all keys will result in a Fifty ($50.00) Dollar penalty per key and cost of locksmith. Lost key policy: In the event that the rent due Lessee loses a key, the unit may be re-keyed at the Lessee’s expense and payable be done by Xxxxxx. Replacement of keys or re-keying will be at the Lessee’s expense at a sublessee or assignee (or a combination charge of $50.00 plus any additional applicable fees, including but not limited to locksmith fees, after hours fees, and repair of damages. ACCELERATION CLAUSE In the event Lessee(s) should breach any of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under terms of this LeaseAgreement, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether Lessor, in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except addition to the extent set forth in other rights contained herein shall have the preceding paragraph, apply the amount collected right to the next rent payable hereunder; and accelerate all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunder.remaining
Appears in 1 contract
Samples: Lease Agreement
Assignment and Subletting. Without Landlord's prior written consent, which Landlord shall not unreasonably withhold, Tenant shall not assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), without the prior written consent of Landlord. Tenant shall reimburse Landlord for all of Landlord's reasonable out-of-pocket expenses expense in connection with any assignment or sublease. Upon Landlord's receipt of Tenant's written notice of a desire to assign or sublet 75% or more of the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. Notwithstanding any assignment or sublettingIf Landlord so terminates the Lease, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for Landlord may enter into a lease directly with the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a proposed sublessee or assignee (or a combination of the rental payable under such assignee. Tenant may withdraw its notice to sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay assign by notifying Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this after Landlord has given Tenant notice of such termination, in which case the Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, not terminate but shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereundercontinue.
Appears in 1 contract
Samples: Lease Agreement (Jni Corp)
Assignment and Subletting. Without Landlord's ’s prior written consent, Tenant shall not assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraphParagraph, a direct or indirect transfer of substantially all of the ownership interests controlling or the control of Tenant shall be deemed an assignment of this Lease unless Lease. Landlord agrees not to unreasonably withhold consent to a transfer if the transferee is a subsidiary or parent company of Tenant and such ownership interests are publicly traded. Notwithstanding the abovetransferee has a financial condition, Tenant may assign creditworthiness and business reputation equal to or sublet the Premises, or any part thereof, to any entity controlling greater than that of Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), without the prior written consent of Landlord’s. Tenant shall reimburse Landlord for all of Landlord's ’s reasonable out-of-pocket expenses in connection with any assignment or sublease. Upon Landlord's ’s receipt of Tenant's ’s written notice of a desire to assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate)thereof, Landlord may, by giving written notice to Tenant within 30 thirty (30) days after receipt of Tenant's ’s notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's ’s notice for the commencement of the proposed assignment or sublease. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's ’s obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent Rent and for compliance with all of Tenant's ’s other obligations under this Lease (regardless of whether Landlord's ’s approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental Rent payable under this Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent Additional Rent hereunder all such excess rental and other excess consideration within 10 ten (10) days following receipt thereof by Tenant. Without in any way limiting Landlord’s right to refuse to consent to any assignment or subletting of this Lease, Landlord reserves the right to refuse to give such consent if in Landlord’s opinion (i) the Premises may be in any way adversely affected; (ii) the business reputation of the proposed assignee or subtenant is unacceptable; or (iii) the financial worth or creditworthiness of the proposed assignee or subtenant is less than that of Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, pledge or hypothecation of Tenant's ’s leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent Rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraphParagraph, apply the amount collected to the next rent Rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or Rent for application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, duties or obligations hereunder.
Appears in 1 contract
Samples: Lease (Blue Rhino Corp)
Assignment and Subletting. Without Landlord's ’s prior written consent, which shall not be unreasonably withheld, Tenant shall not assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "“Tenant Affiliate"”), without the prior written consent of Landlord. Tenant shall reimburse Landlord for all of Landlord's ’s reasonable out-of-pocket expenses in connection with any assignment or sublease. Upon Landlord's ’s receipt of Tenant's ’s written notice of a desire to assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's ’s notice, terminate this Lease with respect to the space described in Tenant's ’s notice, as of the date specified in Tenant's ’s notice for the commencement of the proposed assignment or sublease. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's ’s obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's ’s other obligations under this Lease (regardless of whether Landlord's ’s approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's ’s leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunder.
Appears in 1 contract
Assignment and Subletting. Without Landlord's prior written consent, Tenant shall not assign either voluntarily or by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber this Lease or sublease any interest therein, and shall not sublet the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premisesthereof, or any part thereofright or privilege appurtenant thereto, or allow any person, other than the employees of Tenant, to occupy or use the Premises or any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate")portion thereof, without the prior written consent of LandlordLandlord not to be unreasonably withheld. Any assignment or transfer of this Lease by transfer of a majority interest of stock, asset sale, merger, consolidation, liquidation or dissolution, or any changes in the ownership of, or power to vote in excess of fifty percent (50%) of its outstanding stock, shall constitute an assignment for purposes of this Section. If Tenant desires to assign or sublet all or any part of the Premises, Tenant shall reimburse notify Landlord for all at least thirty (30) days in advance of Landlord's reasonable out-of-pocket expenses in connection with any the date on which Tenant desires to make such assignment or sublease. Upon Landlord's receipt of Tenant's written notice of Tenant shall provide Landlord with a desire to assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement copy of the proposed assignment or subleasesublease and such information or written consents as Landlord might request concerning the proposed sublessee or assignee to allow Landlord to make informed judgments as to the type of use, financial condition, gross sales, business experience, reputation, operations and general desirability of the proposed sublessee or assignee or to obtain credit information from a credit reporting service. Notwithstanding any Within fifteen (15) days after Landlord’s receipt of Tenant’s proposed assignment or sublettingsublease and all required information concerning the proposed sublessee or assignee, Tenant and any guarantor or surety of Tenant's obligations under this Lease Landlord shall at all times remain fully responsible and liable for the payment have either of the rent and for compliance with all of Tenant's other obligations under this Lease following options: (regardless of whether Landlord's approval has been obtained for any such assignments i) consent to the proposed assignment or sublettings). In the event that sublease, and, if the rent due and payable by a any assignee or sublessee under any such permitted assignment or assignee sublease (or a combination of the rental rent payable under such assignment or sublease or assignment plus any bonus or any other consideration therefor or any payment incident thereto) exceeds the rental Base Rent payable under this LeaseLease for such space, then Tenant shall be bound and obligated pay to pay Landlord as additional rent hereunder one-half (1/2) of all such excess rental rent and other excess consideration within 10 ten (10) days following receipt thereof by Tenant; or (ii) refuse, in Landlord’s reasonable discretion and judgement, to consent to the proposed assignment or sublease, which refusal shall be deemed to have been exercised unless Landlord gives Tenant written notice providing otherwise. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in In the event of the mortgageany assignment or sublease, pledgeany option or right of first refusal granted to Tenant shall not be assignable by Tenant to any assignee or sublessee without Landlord’s prior written consent, not to be unreasonably withheld. No assignee or hypothecation sublessee of Tenant's leasehold interest or grant of any concession or license within the Premises or if any portion thereof may assign or sublet the Premises be occupied or any portion thereof. Upon the occurrence of a Default hereunder, if all or any part of the Premises are then assigned or sublet, Landlord, in whole addition to any other remedies provided by this Lease or in part provided by anyone law, may, at its option, collect directly from the assignee or sublessee all rents becoming due to Tenant by reason of the assignment or sublease. Any acceptance of Rent or collection by Landlord of other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent sums directly from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee sublessee or licensee any other person shall not be construed as a novation or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant or any guarantor from the further performance of their respective obligations under this Lease or any guarantee hereof, and shall not be construed as a waiver by Landlord of any provisions hereof or any right hereunder. Any assignment or subletting without consent of Landlord and, to the extent required, any Lender, shall be void, and shall at the option of Landlord, constitute a default under this Lease. Consent to one assignment, subletting, occupation or use by any other person or entity shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person or entity. No subletting or assignment by Tenant, made with or without Landlord’s consent, shall ever release Tenant from its obligation to pay the Rent and perform all other obligations to be performed by Tenant hereunder for the term of its covenants, dutiesthis Lease, or obligations hereunderrelease any guarantor from any obligation or liability under any guarantee of this Lease.
Appears in 1 contract
Samples: Lease Agreement (CSAV Holding Corp.)
Assignment and Subletting. During the course of the lease, the Tenant may consider a merger, consolidation, or sale of substantial amount of stock of Tenant or a transfer of a substantial partnership interest of the Tenant. Tenant shall be able to develop the Premises for the purpose of subleasing to other tenants. Landlord shall not unreasonably withhold consent to assignment or subleasing. Without Landlord's prior written consent, Tenant shall not assign this Lease or sublease Sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold Leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity entity-controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), without with the prior written consent of Landlord, which consent shall not be unreasonably withheld. Tenant shall reimburse Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with any assignment or sublease. Upon Landlord's receipt of Tenant's written notice of a desire to assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 thirty (30) days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor therefore or incident thereto) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all one half (1/2) of such excess rental and other excess consideration within 10 ten (10) days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold Leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold Leasehold interest was hypothecated, concessionee or licensee license or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunder.
Appears in 1 contract
Assignment and Subletting. Without Landlord's prior written consent, (a) Tenant shall will not assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, pledge or hypothecate its leasehold interest or grant any concession or license within the Premises (any such assignment, sublease, mortgage, pledge, hypothecation, or grant of a concession or license being hereinafter referred to in this Section 18 as a "Transfer") without the prior written consent of Landlord and any attempt to do any effect a Transfer without such consent of the foregoing shall Landlord will be void and of no effect. For purposes of this paragraphIn order for Tenant to make a Transfer, a transfer Xxxxxx must request in writing Landlord's consent at least thirty (30) days in advance of the ownership interests controlling date on which Tenant shall be deemed an assignment desires to make a Transfer and pay Landlord a $1,500.00 fee for reviewing such request (the "Review Fee"), which Review Fee is intended to reimburse Landlord for legal fees and expenses incurred by Landlord in connection with such review. Such request will include the name of this Lease unless the proposed assignee or sublessee, current financial information on the proposed assignee or sublessee and the terms of the proposed Transfer. Landlord will, within fifteen (15) days following receipt of such ownership interests are publicly traded. Notwithstanding the aboverequest, notify Tenant may in writing that Landlord elects (1) to permit Tenant to assign or sublet such space in accordance with the Premisesterms provided to Landlord, or (2) to refuse consent to Xxxxxx's requested Transfer and to continue this Lease in full force and effect as to the entire Premises. If Landlord fails to notify Tenant in writing of such election within said fifteen (15) day period, Landlord will be deemed to have elected option (2) above. If Landlord elects option (2) above, Landlord will return the Review Fee to Tenant. If Landlord elects to exercise option (1) above, Xxxxxx agrees to provide, at its expense, direct access from any part thereofsublet space or concession area to a public corridor of the Building, and such other improvements, alterations or additions as may be required by applicable law. The prohibition against a Transfer contained herein shall be construed to include a prohibition against any Transfer by merger, sale of substantially all of the assets of Tenant, sale of a controlling interest in stock, or operation of law, but shall specifically exclude the sale of stock/equity interests on a national securities exchange and transfer of stock/equity interests for estate planning purposes Notwithstanding the foregoing, Tenant shall have the right, subject to Section 18(b), to assign this Lease or sublease all or part of the Premises (a "Transfer") to the following types of entities (each, a "Permitted Transferee") without the written consent of Landlord (each, a "Permitted Transfer"): (1) any person or entity controlling Tenantwho or which controls, is controlled by Tenant by, or is under common control with the original Tenant executing this Lease; (a "Tenant Affiliate"), without the prior written consent of Landlord. Tenant shall reimburse Landlord for all of Landlord's reasonable out-of-pocket expenses 2) any corporation in connection which or with any assignment or sublease. Upon Landlord's receipt of which Tenant's written notice of a desire to assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunder.OFFICE LEASE AGREEMENT- Page 25
Appears in 1 contract
Assignment and Subletting. Without Landlord's prior written consent, Tenant shall not assign this Lease in whole or sublease the Premises in part, nor shall Tenant sublet all or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), without the prior written consent of the Landlord, which consent may be granted or withheld. Tenant shall reimburse Should Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with any grant its consent to an assignment or sublease. Upon Landlord's receipt of Tenant's written notice of a desire to assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed no such assignment or sublease. Notwithstanding sublease shall relieve Tenant from any assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable arising under this Lease, then including, without limitation, the payment of rent and additional rent, and any indemnification obligations set forth in this Lease. Notwithstanding the foregoing, Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If may assign this Lease be assigned without Landlord’s consent if such assignment is made in connection with Tenant’s sale of all or if substantially all of its parking facility operations in Wichita, Kansas. Landlord shall have the Premises be subleased (whether right to sell, transfer or assign, in whole or in part) or , its rights and obligations under this Lease and in the event Premises. Any such sale, transfer or assignment shall operate to release Landlord from any and all liabilities under this Lease arising after the date of such sale, assignment or transfer. Xxxxxx accepts this Lease subject and subordinate to any recorded lease, mortgage, deed to secure debt or deed of trust lien presently existing, if any, or hereafter encumbering the Premises and any renewals, modifications, extensions or replacements thereof and to all existing ordinances and recorded restrictions, covenants, easements, and agreements with respect to the Premises. Landlord hereby is irrevocably vested with full power and authority to subordinate Xxxxxx’s interest under this Lease to any mortgage, deed to secure debt or deed of trust lien hereafter placed on the Premises, and Xxxxxx agrees upon demand to execute additional instruments subordinating this Lease as Landlord may require. Upon any foreclosure, or any other transfer of Landlord’s interest in the Premises, whether or not in connection with a mortgage, Tenant hereby does, and hereafter agrees to attorn to the purchaser at such foreclosure sale or to the grantee under any deed in lieu of foreclosure or to any other transferee of Landlord’s interest, and shall recognize such purchaser, grantee, or other transferee as Landlord under this Lease, and no further attornment or other agreement shall be required to effect or evidence Xxxxxx’s attornment to and recognition of such purchaser or grantee as Landlord hereunder provided that such assignee, mortgagee or purchaser agrees not to disturb Xxxxxx's possession so long as Tenant is not in default under the terms of this Lease. Landlord shall use commercially reasonable efforts to procure a Non-disturbance Agreement from Landlord’s lender on such lender’s standard form, pursuant to which such lender agrees that so long as Tenant is not in default under the Lease beyond any applicable notice and cure period, lender shall not disturb Tenant’s use of the mortgagePremises if lender forecloses upon or otherwise takes possession of the Premises. Such agreement of Tenant to attorn shall survive any such foreclosure sale, pledgetrustee’s sale, conveyance in lieu thereof, or hypothecation any other transfer of Tenant's leasehold Landlord’s interest or grant of any concession or license within in the Premises or if the Premises be occupied in whole or in part by anyone other than Premises. Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assigneedemand, sublesseeat any time, mortgageebefore or after any such foreclosure sale, pledgeetrustee’s sale, party to whom the leasehold interest was hypothecatedconveyance in lieu thereof, concessionee or licensee or other occupant andtransfer shall execute, except acknowledge and deliver to the extent set forth in mortgagee any written instruments and certificates evidencing such attornment as the preceding paragraph, apply the amount collected mortgagee or other prospective transferee may reasonably require. Notwithstanding anything to the next rent payable hereunder; contrary implied in this Section, any mortgagee under any mortgage shall have the right at any time to subordinate any such mortgage to this Lease on such terms and all subject to such rentals collected by Tenant shall be held conditions as the mortgagee in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunderdiscretion may consider appropriate.
Appears in 1 contract
Samples: Parking Maintenance Agreement
Assignment and Subletting. Without Landlord's prior written consent, Tenant (1) Sublessee shall not assign this Lease or sublease the Premises or any part thereof or assign, sublet, mortgage, pledgepledge or encumber this Sublease, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Subleased Premises, or any part interest in the whole or in any portion thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), without the prior written consent of LandlordSublessor (which consent shall not be unreasonably withheld or delayed). Tenant For purposes of this Article 16, a transfer, in one transaction or a series of transactions, of a controlling interest in the capital stock or other ownership or membership interests in Sublessee shall reimburse Landlord be deemed to be an assignment of this Sublease. If Sublessee makes any such assignment, mortgage, sublease or pledge (whether with or without Sublessor's written consent), Sublessee named herein shall nonetheless remain primarily liable for the performance and observation of all of Landlord's reasonable out-of-pocket expenses the terms of this Sublease required to be observed or performed by Sublessee hereunder. Fifty percent (50%) of the amount by which any rentals, fees and charges from time to time received by Sublessee in connection with any such assignment or sublease (after first netting out any reasonable brokerage and re-letting expenses actually incurred by Sublessee), exceed the Fixed Rent and Additional Rent payable to Sublessor hereunder (hereinafter referred to as "Excess Rental") shall be paid immediately by Sublessee to Sublessor as Additional Rent under this Sublease. In such event, the Fixed Rent and Additional Rent payable by Sublessee to Sublessor under this Sublease for the balance of the Sublease Term shall be increased by an amount equal to the Excess Rental. In addition, Sublessor shall have the option, in its sole discretion, to terminate this Sublease effective as of the proposed effective date of any assignment or sublease. Upon Landlord, by giving Sublessee written notice thereof within ten (10) days after Sublessor's receipt of Tenant's written said notice from Sublessee; and in the event Sublessee shall propose to sublet only a portion of a desire to assign or sublet the Subleased Premises, or any part thereof (other than Sublessor shall have the additional option to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease Sublease as to that portion of the Subleased Premises, Sublessor shall have the additional option to terminate this Sublease as to that portion of the Subleased Premises proposed to be sublet. Should Sublessor not elect to so terminate this Sublease in connection with respect any proposed subletting or assignment, Sublessor shall continue to have the right to disapprove same (subject to the space described terms herein). Upon any subletting or assignment by Sublessee in Tenantaccordance with the terms hereof, any extension option granted herein shall become null and void. Consent by Sublessor to one or more assignments or sublettings shall not operate as a waiver of Sublessor's notice, rights as of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. Notwithstanding to any assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such subsequent assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunder.
Appears in 1 contract
Assignment and Subletting. Without Landlord's prior Lessee may sublet up to a total of fifty percent (50%) of the Leased Premises without the consent of Lessor, and with the consent of Lessor (which consent will not be unreasonably withheld), may sublet the entire Leased Premises, provided that each such sublease shall expressly be made subject to this Lease. Upon the written consentconsent of Lessor (which consent will not be unreasonably withheld), Tenant Lessee may assign the Lease. If Lessee assigns all its rights and interests under this Lease, the assignee under such assignment shall expressly assume all the obligations of Lessee hereunder in a written instrument (in form and substance acceptable to Lessor) delivered to Lessor at the time of such assignment. No assignment or sublease made as permitted by this paragraph 15 shall affect or reduce any of the obligations of Lessee hereunder, and all such obligations shall continue in full effect as obligations of a principal, and not assign as obligations of a guarantor or surety, to the same extent as though no assignment or subletting had been made. No sublease or assignment made as permitted by this paragraph 15 shall impose any obligations on Lessor, or otherwise affect any of the rights of Lessor under this Lease. Neither this Lease nor the term hereby demised shall be mortgaged by Lessee, nor shall Lessee mortgage or pledge the interest of Lessee in and to any sublease of the Leased Premises or any part thereof or the rentals payable thereunder. Any such mortgage, pledge, sublease, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any assignment made in violation of the foregoing this paragraph 15 shall be void and of no effectvoid. For purposes of this paragraphLessee shall, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), without the prior written consent of Landlord. Tenant shall reimburse Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with any assignment or sublease. Upon Landlord's receipt of Tenant's written notice of a desire to assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned or if after the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant execution and delivery of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenantsuch sublease, then upon deliver a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party conformed copy thereof to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunderLessor.
Appears in 1 contract
Samples: Triple Net Lease (BANKshares Inc)
Assignment and Subletting. Without Landlord's prior written consent, Tenant (1) Sublessee shall not assign this Lease or sublease the Premises or any part thereof or assign, sublet, mortgage, pledgepledge or encumber this Sublease, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Subleased Premises, or any part interest in the whole or in any portion thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), without the prior written consent of LandlordSublessor (which consent shall not be unreasonably withheld or delayed). Tenant For purposes of this Article 16, a transfer, in one transaction or a series of transactions, of a controlling interest in the capital stock or other ownership or membership interests in Sublessee shall reimburse Landlord be deemed to be an assignment of this Sublease. If Sublessee makes any such assignment, mortgage, sublease or pledge (whether with or without Sublessor's written consent), Sublessee named herein shall nonetheless remain primarily liable for the performance and observation of all of Landlord's reasonable out-of-pocket expenses the terms of this Sublease required to be observed or performed by Sublessee hereunder. Fifty percent (50%) of the amount by which any rentals, fees and charges from time to time received by Sublessee in connection with any such assignment or sublease (after first netting out any reasonable brokerage and re-letting expenses actually incurred by Sublessee), exceed the Fixed Rent and Additional Rent payable to Sublessor hereunder (hereinafter referred to as "Excess Rental") shall be paid immediately by Sublessee to Sublessor as Additional Rent under this Sublease. In such event, the Fixed Rent and Additional Rent payable by Sublessee to Sublessor under this Sublease for the balance of the Sublease Term shall be increased by an amount equal to the Excess Rental. In addition, Sublessor shall have the option, in its sole discretion, to terminate this Sublease effective as of the proposed effective date of any assignment or sublease. Upon Landlord, by giving Sublessee written notice thereof within ten (10) days after Sublessor's receipt of Tenant's written said notice front Sublessee; and in the event Sublessee shall propose to sublet only a portion of a desire to assign or sublet the Subleased Premises, Sublessor shall have the additional option to terminate this Sublease as to that portion of the Subleased Premises proposed to be sublet. Should Sublessor not elect to so terminate this Sublease in connection with any proposed subletting or assignment, Sublessor shall continue to have the right to disapprove same (subject to the terms herein). Upon any part thereof (subletting or assignment by Sublessee in accordance with the terms hereof, any extension option granted herein other than a permitted assignment pursuant to Paragraph 16 (3) shall become null and void. Consent by Sublessor to one or more assignments or sublettings shall not operate as a Tenant Affiliate), Landlord may, by giving written notice waiver of Sublessor's rights as to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such subsequent assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunder.
Appears in 1 contract
Assignment and Subletting. Without Landlord's prior written consent, Tenant shall Subtenant may not assign any interest in this Lease Sublease (by operation of law or sublease the Premises or any part thereof or mortgageotherwise), pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do sublet any of the foregoing shall be void and Subleased Premises, transfer any interest of no effect. For purposes of this paragraph, a transfer Subtenant therein or permit any use of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the aboveSubleased Premises by another party (collectively, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"“Transfer”), without the prior written consent of Sublandlord and Master Landlord. Tenant Sublandlord’s consent may be withheld by Sublandlord in its sole and absolute discretion. A consent to one Transfer shall reimburse Landlord not be deemed to be a consent to any subsequent Transfer. Any Transfer without such consent shall be void and, at the option of Sublandlord, shall be a material default under this Sublease. Sublandlord’s waiver or consent to any assignment or subletting shall be ineffective unless set forth in writing, and Subtenant shall not be relieved from any of its obligations under this Sublease. Notwithstanding the foregoing, Sublandlord’s consent shall not be required for all a “Permitted Transfer” of Subtenant as described in Section 11.1 of the Master Lease, as incorporated herein, so long as Master Landlord's reasonable out-of-pocket expenses ’s consent is received (to the extent Master Landlord’s consent is required under the Master Lease) and the conditions therein are satisfied; provided, however, in the event of any such Permitted Transfer of Subtenant (other than a venture equity financing, initial public offering, or other issuance of capital stock for bona fide financing purposes; or an internal corporate reorganization of Subtenant or its affiliates not in connection with any assignment or sublease. Upon Landlord's receipt of Tenant's written notice of a desire to assign or sublet the Premisesmerger, consolidation, or any part thereof (other than to acquisition involving Subtenant or its affiliates, unless the entity merging, consolidating, or acquiring Subtenant is not engaged in a Tenant Affiliatesubstantially similar or a competing line of business as Sublandlord, as reasonably determined by Sublandlord), Landlord may, by giving Sublandlord shall have the right to terminate this Sublease upon written notice to Tenant within 30 Subtenant, in which event this Sublease shall terminate ninety (90) days after receipt such notice of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereundertermination.
Appears in 1 contract
Assignment and Subletting. Without Tenant, on notice to Landlord (but without Landlord's prior written consent), Tenant shall not may assign this Lease or sublease sublet all or part of the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effectTenant's Affiliates. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or "Tenant's Affiliates" means any part thereof, to any entity controlling Tenantcompany controlling, controlled by Tenant or under common control with Tenant, as well as any entity acquiring all or substantially all of Tenant's assets or common stock. In no circumstances shall the original Tenant be released from its obligations under this Lease. A transfer of an ownership interest in Tenant is not an assignment of this Lease, but Tenant shall give Landlord notice of any such transfer which results in a change in control of Tenant. Tenant shall not otherwise assign this Lease or sublet all or any part of the Premises voluntarily, involuntarily or by operation of law, without first obtaining Landlord's written consent thereto, which consent shall not be unreasonably withheld, delayed or conditioned and will be deemed granted unless denied in writing by Landlord within 10 days after Tenant's delivery of its consent request to Landlord. Any such assignee or sublessee shall assume in writing the performance of the covenants and obligations of Tenant hereunder. Tenant shall deliver to Landlord a fully executed copy of any assignment or sublease. No assignment or sublease will release Tenant from the payment and performance of any of its obligations under this Lease. Notwithstanding any other provision of this Section 8(F), so long as AT&T Communications, Inc. or any entity controlling, controlled by or under common control with AT&T Communications, Inc. (collectively, "AT&T") is a "tenant in the Building, Tenant Affiliate")will not, without the prior written consent of Landlord. Tenant shall reimburse Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with any assignment or sublease. Upon Landlord's receipt of Tenant's written notice of a desire to assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if assign this Lease to any party that Landlord reasonably determines to be in direct competition with AT&T. For purposes of the Premises be occupied in whole or in part by anyone other than Tenantimmediately preceding sentence, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom "primary business" of AT&T is the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; manufacture and all such rentals collected by Tenant shall be held in trust for Landlord sale of telecommunications equipment and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunderdata processing and typewriting equipment and interexchange telecommunications services.
Appears in 1 contract
Assignment and Subletting. Without Landlord's prior written consentconsent which shall not be unreasonably withheld, Tenant shall not assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), without the prior written consent of Landlord. Tenant shall reimburse Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with any assignment or sublease. Upon Landlord's receipt of Tenant's written notice of a desire to assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunder.
Appears in 1 contract
Samples: Lease Agreement (Brightpoint Inc)
Assignment and Subletting. Without Except for assignments or subleases to entities which are wholly owned by Tenant or which are wholly owned by Tenant's parent company, ("Affiliate") Tenant shall not assign, sublet, mortgage, encumber or otherwise transfer any interest in this Lease (collectively referred to as a "Transfer") or any part of the Premises, without first obtaining Landlord's prior written consent, which will not be unreasonably withheld or delayed. No Transfer shall relieve Tenant shall not assign of any liability under this Lease notwithstanding Landlord's consent to such transfer, nor shall any Transfer with or sublease the Premises or without Landlord's consent relieve any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment guarantor of this Lease unless from liability on such ownership interests are publicly tradedguarantee. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, Consent to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (Transfer shall not operate as a "Tenant Affiliate"), without waiver of the prior written consent of Landlord. Tenant shall reimburse Landlord necessity for all of Landlord's reasonable out-of-pocket expenses in connection with consent to any assignment or subleasesubsequent Transfer. Upon As a condition to Landlord's receipt approval, if given, any potential assignee or subtenant otherwise approved by Landlord shall assume all obligations of Tenant's written notice of a desire to assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's notice, terminate under this Lease and shall be jointly and severally liable with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable guarantor, if required, for the payment of the rent Rent and for compliance with performance of all terms of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings)Lease. In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus connection with any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this LeaseTransfer, then Tenant shall be bound provide Landlord with copies of all assignments, subleases and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenantassumption instruments. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or In addition, in the event of the mortgage, pledge, a sublease or hypothecation assignment of Tenant's leasehold interest all or grant a portion of any concession or license within the Premises to an entity that is not an Affiliate, in which the subtenant or if assignee gives total consideration greater in value than the Premises rent due to Landlord hereunder for said portion ("Bonus Rent"), Tenant shall pay to Landlord fifty percent (50%) of the Bonus Rent as it is received by Tenant. In calculating Bonus Rent subtenant's or assignee's total consideration given shall be occupied in whole or in part by anyone other than Tenant, then upon converted as closely as possible to a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except dollar per square foot per month value which shall be compared to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereundersame value determined under this Lease.
Appears in 1 contract
Assignment and Subletting. Without Landlord's prior written consent, which Landlord shall not unreasonably withhold or delay, Tenant shall not assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), without the prior written consent of Landlord. Tenant shall reimburse Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with any assignment or sublease. Upon Landlord's receipt of Tenant's written notice of a desire to assign or sublet 75% or more of the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 10 business days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. Notwithstanding any assignment If Landlord so terminates the Lease, Landlord may enter into a lease directly with the proposed sublessee or sublettingassignee. Tenant may withdraw its notice to sublease or assign by notifying Landlord within 10 business days after Landlord has given Tenant notice of such termination, Tenant and any guarantor or surety of Tenant's obligations under this in which case the Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant not terminate but shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereundercontinue.
Appears in 1 contract
Samples: Lease Agreement (Gatefield Corp)
Assignment and Subletting. (a) Without Landlord's ’s prior written consentconsent (such consent shall not be unreasonably withheld, conditioned or delayed) Tenant shall not assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises (each being a “Transfer”) and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraphParagraph 17, a transfer of the ownership interests controlling Tenant shall be deemed an assignment a Transfer of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to a successor entity as a result of merger, consolidation or sale of all or any portion of Tenant’s assets or any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "“Tenant Affiliate"”), without the prior written consent of Landlord; provided, however, Tenant shall provide at least ten (10) days written notice prior to assigning this Lease to, or entering into any sublease with, any Tenant Affiliate. Tenant shall reimburse Landlord for all of Landlord's Landlord ‘s reasonable out-of-pocket expenses in connection with any assignment or subleaseTransfer, other than to a Tenant Affiliate. Upon Landlord's ’s receipt of Tenant's ’s written notice of a desire to assign or sublet the Premises, Premises or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 thirty (30) days after receipt of Tenant's ’s notice, terminate this Lease, or partially terminate this Lease with respect to a partial subletting of the Premises, with respect to the space described in Tenant's ’s notice, as of the date specified in Tenant's ’s notice for the commencement of the proposed assignment or sublease. Notwithstanding any assignment or subletting, sublease (at which time Tenant and any guarantor or surety of Tenant's obligations shall be relieved from further obligation under this Lease with respect to that portion of the Premises so terminated, but shall at all times remain fully responsible and liable for all Base Rent, Operating Expenses and all other amounts accrued hereunder to the payment date of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettingstermination). In Notwithstanding anything herein to the event that contrary, Landlord hereby consents to any subletting by Tenant, for the rent due and payable by a sublessee or assignee (or a combination period from the date hereof until the Commencement Date of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or of space in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be Building currently occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunderSavanet.
Appears in 1 contract
Samples: Sublease (MetaMorphix Inc.)
Assignment and Subletting. Without Landlord's prior written consent, Tenant shall not assign this Lease or sublease the Premises or any part thereof or mortgageassign, pledgetransfer, or hypothecate its the leasehold estate under this Lease, or any interest or grant any concession or license within the Premises therein, and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or not sublet the Premises, or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person or entity to occupy or use the Premises, or any portion thereof, without, in each case, the prior written consent of Landlord which consent will not be unreasonably withheld. As a condition for granting this consent to any entity controlling Tenantassignment, controlled transfer, or subletting, Landlord shall require Tenant to pay to Landlord, as Additional Rent, fifty percent (50%) of all rents and/or additional consideration due Tenant from its assignees, transferees, or subtenants in excess of the Rent payable by Tenant to Landlord hereunder for the assigned, transferred and/or subleased space provided, however, that before sharing such excess rent, Tenant shall first be entitled to recover from such excess rent the amount of any reasonable leasing commissions paid by Tenant to third parties not affiliated with Tenant. Tenant shall, by thirty (30) days written notice, advise Landlord of its intent to assign or under common control transfer Tenant's interest in the Lease or sublet the Premises or any portion thereof for any part of the term hereof. Within thirty (30) days after receipt of said written notice, Landlord may, in its sole discretion, elect to terminate this Lease as to the portion of the Premises described in Tenant's notice on the date specified in Tenant's notice by giving written notice of such election to terminate. If no such notice to terminate is given to Tenant within said accordance with the terms, covenants, and conditions of this paragraph 16. If Tenant (intends to sublet the entire Premises and Landlord elects to terminate this Lease, this Lease shall be terminated on the date specified in Tenant's notice. If, however, this Lease shall terminate pursuant to the foregoing with respect to less than all the Premises, the rent, as defined and reserved hereinabove shall be adjusted on a "pro rata basis to the number of square feet retained by Tenant Affiliate")and this Lease as so amended shall continue in full force and effect. In the event Tenant is allowed to assign, transfer or sublet the whole or any part of the Premises, with the prior written 5 consent of Landlord, no assignee, transferee or subtenant shall assign or transfer this Lease, either in whole or in part, or sublet the whole or any part of the Premises, without also having obtained the prior written consent of Landlord. A consent of Landlord to one assignment, transfer, hypothecation, subletting, occupation or use by any other person shall not release Tenant from any of Tenant's obligations hereunder or be deemed to be a consent to any subsequent similar or dissimilar assignment, transfer, hypothecation, subletting, occupation or use by any other person. Any such assignment, transfer, hypothecation, subletting, occupation or use without such consent shall reimburse be void and shall constitute a breach of this Lease by Tenant and shall, at the option of Landlord exercised by written notice to Tenant, terminate this Lease. The leasehold estate under this Lease shall not, nor shall any interest therein, be assignable for all any purpose by operation of law without the written consent of Landlord's reasonable out-of-pocket . As a condition to its consent, Landlord shall require Tenant to pay all expenses in connection with any assignment or sublease. Upon Landlord's receipt of the assignment, and Landlord shall require Tenant's written notice of a desire assignee or transferee (or other assignees or transferees) to assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease with respect to the space described assume in Tenant's notice, as writing all of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations Tenant to remain liable to Landlord under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings)the Lease. In Notwithstanding the above, in no event that the rent due and payable by will Landlord consent to a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenantsub-sublease. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunderSee Paragraph 48.
Appears in 1 contract
Assignment and Subletting. Without Landlord's prior written consent, Tenant shall not assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to (a) any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), or (b) to any person or entity which shall acquire not less than 51% of the stock or assets of Tenant as a result of a consolidation, merger or sale, provided that in the case of this Subparagraph 17(b), (x) such consolidation, merger or sale is for a good business purpose and not principally for the purpose of transferring Tenant's leasehold estate, and (y) the assignee or successor entity has a net worth at least equal to the net worth of Tenant immediately prior to such consolidating merger or sale without the prior written consent of Landlord. Tenant shall reimburse Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with any assignment or sublease. Upon Landlord's receipt of Tenant's written notice of a desire to assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunder.
Appears in 1 contract
Samples: Lease Agreement (Iomega Corp)
Assignment and Subletting. Without Landlord's prior written consent, Tenant shall not assign, mortgage, or in any manner transfer this Lease whether voluntarily or involuntarily or by operation of law, or sublet or license the Leased Parking Area or any part of it. Notwithstanding the foregoing, Tenant may charge its employees working at the premises leased under the Office Lease for parking in the Leased Parking Area. In the event of an authorized assignment by Tenant of its interest in the Office Lease, Tenant shall be entitled to assign this Lease to the same assignee. Consent to an assignment or sublease the Premises shall not be considered to be consent to any subsequent assignment or any part thereof sublease. Landlord may otherwise withhold or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt condition Landlord's consent to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), without the prior written consent of sublease in Landlord's discretion. Tenant shall reimburse Landlord for any expense incurred by Landlord as a result of any request for such consent including any new or revised signage and attorney fees for review or preparation of related documents. Subtenants or assignees shall become directly liable to Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with any assignment or sublease. Upon Landlord's receipt of Tenant's written notice Lease obligations without limiting the liability of a desire to assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. Notwithstanding any assignment or sublettingfull, Tenant complete and any guarantor or surety prompt performance of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for Lease. Tenant agrees that any such assignments modification, release or sublettings). In the event that the rent due and payable extension granted by a sublessee Landlord to any subtenant or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then shall not relieve Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded liability to Landlord. No such transaction or collection of rent or application thereof by LandlordIf Tenant is an entity other than a natural person, howeverexcept for changes resulting from publicly traded stock, shall be deemed a waiver of these provisions or a release of Tenant from any change in the further performance by Tenant of its covenants, dutiesownership of, or obligations hereunderpower to vote, a controlling interest in the entity shall constitute an assignment for the purposes of this paragraph. In connection with any sublease or assignment, Tenant shall provide Landlord with copies of all assignments, sublease and assumption instruments.
Appears in 1 contract
Samples: Avenue South Parking Lease Agreement (Cobalt Group Inc)
Assignment and Subletting. Without Landlord's prior written consent, Tenant LESSEE shall not voluntarily assign or encumber its interest in this Lease lease or in the leased premises, or sublease the Premises all or any part thereof or mortgage, pledgeof the leased premises, or hypothecate its leasehold interest allow any other person or grant entity (except LESSEE's authorized representatives) to occupy or use all or any concession or license within the Premises and any attempt to do any part of the foregoing leased premises, without first obtaining COUNTY's written consent. Said consent shall not unreasonably be withheld. Any assignment, encumbrance or sublease without COUNTY's consent shall be void and voidable and, at COUNTY's election, shall constitute a default. Any consent by COUNTY to an assignment, encumbrance or sublease shall not constitute further waiver of no effect. For purposes the provisions of this paragraph. Should the COUNTY for any reason refuse consent, a transfer of LESSEE shall then have the ownership interests controlling Tenant shall be deemed an assignment of right to terminate this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant lease given thirty (a "Tenant Affiliate"), without the prior written consent of Landlord. Tenant shall reimburse Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with any assignment or sublease. Upon Landlord's receipt of Tenant's 30) days written notice of and thereafter have no further liability with regard to said lease. Each sublease shall contain a desire provision requiring sublessee to assign or sublet the Premisesattorn to COUNTY or, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the any proceeding to foreclose any leasehold mortgage, pledgeto the leasehold mortgagee, or hypothecation of Tenant's any person designated in a notice from leasehold interest mortgagee, if LESSEE defaults under this lease as if COUNTY or grant of any concession or license within said other persons were named as the Premises or sublessor to said sublessee and if the Premises be occupied sublessee is notified of LESSEE's default and instructed to make sublessee's rental payments to COUNTY or leasehold mortgagee or designated person as in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding this paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunder.
Appears in 1 contract
Samples: Lithia Motors Inc
Assignment and Subletting. Without Tenant shall have the right, subject to the requirement of obtaining Landlord's ’s prior written consent, Tenant shall such consent not to be unreasonably withheld, conditioned or delayed by Landlord, to assign this Lease or sublease sublet the Premises whole or any part thereof portion of the Premises, which assignment or mortgagesublease shall be only for the Permitted Uses, pledgeit being understood that Tenant shall, as additional rent, reimburse Landlord promptly for reasonable legal and other expenses incurred by Landlord in connection with any request by Tenant for consent to assignment or hypothecate its leasehold interest subletting not to exceed $500.00. No assignment or grant any concession or license within subletting shall affect the Premises continuing primary liability of Tenant (which, following assignment, shall be joint and any attempt several with the assignee). Such consent by Landlord to do any of the foregoing in a specific instance where Landlord’s consent is required hereunder (i) shall be void reasonable, subject to the provisions hereinafter provided, and (ii) shall be subject to the prior written approval of no effectLandlord’s mortgagee(s), such approval not to be unreasonably withheld or delayed or conditioned on an increase in Rent or payment of additional fees by Tenant under this Lease. For purposes of this paragraphLandlord’s consent shall not be treated as having been withheld unreasonably if, a transfer in connection with any such proposed assignment or subletting: (i) the terms of the ownership interests controlling Tenant proposed assignment or subletting do not prohibit further assignments of the Lease or subletting of the Premises without the written consent of Landlord, the granting of which consent shall be deemed subject to the terms and conditions hereof, and in any event shall not be unreasonably withheld, conditioned or delayed; (ii) the use violates an exclusive use provision of the Park; and/or (iii) in connection with an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding Lease, the aboveassignee does not agree directly with Landlord, Tenant may assign or sublet the Premises, or any part thereofby written instrument in form reasonably satisfactory to Landlord, to any entity controlling Tenant, controlled be bound by all the obligations of Tenant or under common control with Tenant (a "Tenant Affiliate")hereunder including, without limitation, the prior covenant against further assignment and subletting without the written consent of Landlord. Tenant shall reimburse hereby acknowledges and agrees that the foregoing is not intended to be an exclusive list of the reasons for which Landlord may reasonably withhold consent to a proposed request by Tenant for all of Landlord's reasonable out-of-pocket expenses in connection with any consent to assignment or subleasesubletting. Upon No consent to any of the foregoing in a specific instance shall operate as waiver in any subsequent instance. If an assignment or subletting is proposed to be made and Landlord's ’s consent is required as hereinabove provided, Tenant shall give Landlord prior notice of such proposal, which such notice shall include such information (including creditworthiness information) as Landlord may reasonably request relative to facts which would bear upon the factors entering into the determination whether Landlord’s approval is to be granted, and it is understood that Landlord shall have a period of fifteen (15) days after the submission of such information by Tenant to make its determination whether Landlord’s approval is to be granted hereunder; otherwise, it shall be deemed approved if Landlord fails to respond within the aforementioned time period, in such event, Landlord covenants to execute confirmatory instruments upon Tenant’s request regarding the same. If Tenant requests Landlord’s consent to assign this Lease or sublet the entire Premises for the balance of the term, or more than fifty percent (50%) of the Premises for a term expiring during the last three (3) years of the Term, which such request may be made by Tenant without having sought a tenant, then Landlord shall have the option, exercisable by written notice to Tenant given within fifteen (15) days after receipt of such request, to recapture the portion of the Premises proposed to be assigned or sublet as of a date specified in such notice which shall be not less than forty-five (45), or more than sixty (60) days after the date of such notice, in such event the recaptured area of the Premises shall be removed from the Premises and Tenant shall have no further liabilities or obligations with respect thereto, including obligations to pay Fixed Rent, additional rent or other charges with respect thereto; and any rental received by Tenant from sub-tenant must be remitted to Landlord; provided, however, upon Tenant's ’s receipt of any such written notice from Landlord exercising its right of a desire recapture hereunder, Tenant shall have the option, exercisable by written notice to Landlord given within ten (10) days after receipt of such Landlord’s notice, to withdraw its request to assign or sublet all or a portion of the Premises, whereupon Landlord’s notice to Tenant exercising its right of recapture hereunder shall become null and void and of no force or effect as to Tenant’s particular request for Landlord’s consent hereunder. Notwithstanding any provision contained in this Lease, no consent of Landlord shall be required for the assignment of this Lease or the subletting of any portion (or the whole) of the Premises, (i) to a subsidiary of Tenant, (ii) to a corporation or other entity into or with which Tenant has merged or consolidated or to which substantially all of Tenant’s stock or assets are transferred, (iii) to any corporation or other entity which controls, is controlled by, or is under common control with Tenant, or (iv) to any corporation or other entity with which Tenant is otherwise affiliated, in any event for which Landlord’s consent is necessary, (y) Tenant shall remain primarily liable [and the Security Deposit] shall remain in effect, and (z) such assignee agrees directly with Landlord by written instrument to be bound by all of the obligations of Tenant; in the event of any such assignment or subletting for which no consent by Landlord is required hereunder, Tenant shall not be obligated to share Rent Differential as hereinafter set forth, but shall be required to notify Landlord in writing of the identity of any such sublessee or assignee. If this Lease shall be assigned, or if the Premises or any part thereof (hereof shall be sublet or occupied by any person other than to a Tenant Affiliate)Tenant, Landlord may, by giving written notice at any time and from time to time, so long as Tenant within 30 days after receipt of Tenant's noticeis in default beyond applicable grace periods, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the collect rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident theretoamounts due to Landlord hereunder) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee subtenant or licensee or other occupant and, except to the extent set forth in the preceding paragraph, and apply the net amount collected to the next annual Fixed Rent, additional rent payable hereunder; and all other charges herein reserved, but no such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction assignment, subletting, occupancy or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these the provisions of this Section 6.1.6, or acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the further performance of the terms, covenants and conditions of this Lease on the part of Tenant to be performed. Further, no liability hereunder of Tenant shall be discharged, reduced, released or impaired in any respect by any waiver, indulgence or extension of time which Landlord may grant to the then owner of Tenant’s interest in this Lease, whether or not notice thereof has been given or consent from Tenant has been obtained. If Landlord approves a sublease or assignment for which Landlord’s consent is required, and said sublease or assignment is for a total rental amount which on an annualized basis is greater than the Fixed Rent and additional rent due from Tenant to Landlord under this Lease, Tenant shall pay to Landlord, forthwith upon Tenant’s receipt of each installment of such excess rent, during the term of any approved sublease or assignment, as additional rent hereunder, in addition to the Fixed Rent and other payments due under this Lease, an amount equal to fifty percent (50%) of the positive excess between all fixed rent and additional rent received by Tenant under the sublease or assignment and the Fixed Rent and the additional rent due hereunder after Tenant has recouped its reasonable out-of-pocket expenses with respect to such sublease or assignment, including without limitation, reasonable real estate brokerage commissions, reasonable legal fees, reasonable free rent, reasonable marketing costs and the reasonable costs of its covenantsrefurbishment of the Premises for such sublease or assignment (the “Rent Differential”), dutiesin the event the sublease is for less than the full Premises hereunder, the above rent adjustment shall be equitably pro rated on a square foot basis. Anything contained in the foregoing provisions of this section to the contrary notwithstanding, neither Tenant nor any other person having interest in the possession, use, occupancy or obligations hereunder.utilization of the Premises shall enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of space in the Premises which provides for rental or other payment for such use, occupancy or utilization based, in whole or primarily on the net income or profits derived by any person from the Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and any such purported lease, sublease, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession use, occupancy or utilization of any part of the Premises;
Appears in 1 contract
Samples: Non Disturbance and Attornment Agreement (Aspen Technology Inc /De/)
Assignment and Subletting. Without Landlord's Not without prior written consent, Tenant consent of Landlord which consent shall not be unreasonably withheld, conditioned or delayed by Landlord, to assign this Lease Lease, to make any sublease, or sublease to permit occupancy of the Premises or any part thereof by anyone other than Tenant, voluntarily or mortgageby operation of law. Tenant shall, pledgeas additional rent, reimburse Landlord promptly after receiving Landlord’s written request, which shall include copies of paid invoices for reasonable legal and other expenses incurred by Landlord in connection with any request by Tenant for consent to assignment or hypothecate its leasehold interest subletting in the amount not to exceed Five Hundred and NO/100 Dollars ($500.00). Landlord’s consent shall not be deemed to have been withheld unreasonably if the proposed assignment or grant subletting violates any concession existing exclusive use restrictions and/or exclusions relating to the Building or license within the Premises Park as set forth in Exhibit J hereto (“Existing Exclusives”). Tenant hereby acknowledges and agrees that the foregoing sentence is not intended to be and is not an exclusive list of the reasons for which Landlord may reasonably withhold consent to any attempt proposed assignment or subletting. No assignment or subletting shall affect the continuing primary liability of Tenant unless Tenant is dissolved and ceases to do operate as a separate business entity. Following an assignment, Tenant’s liability shall be joint and several with the assignee. No consent to any of the foregoing in a specific instance shall be void operate as waiver in any subsequent instance. Landlord and of no effect. For purposes of this paragraph, Tenant hereby further agree that if Landlord approves a transfer of sublease with a total sublease amount greater than the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), without the prior written consent of Landlord. Tenant shall reimburse Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with any assignment or sublease. Upon Landlord's receipt of Tenant's written notice of a desire to assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that the total rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable from Tenant to Landlord under this Lease, then Tenant shall be bound and obligated pay to pay Landlord forthwith upon Tenant’s receipt of each such installment of such excess rent during the term of any approved sublease, as additional rent hereunder hereunder, an amount equal to fifty percent (50%) of the positive excess between all such excess rental rent received by Tenant under the sublease (after reimbursement to Tenant of all reasonable brokerage fees, reasonable attorney fees, reasonable tenant improvement allowances and any other excess consideration within 10 days following receipt thereof subletting costs reasonably incurred by Tenant) and the Fixed Rent and additional rent owed to Landlord under this Lease. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in In the event of the mortgagesublease is less than the full Premises hereunder, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect above rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant adjustment shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed equally prorated on a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereundersquare foot basis.
Appears in 1 contract
Samples: Lease Agreement (Sonus Networks Inc)
Assignment and Subletting. Without Landlord's prior written consent52. A. Tenant, Tenant for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns , expressly covenants that it shall not assign assign, mortgage or encumber this Lease Lease, nor underlet, or sublease suffer or permit the Premises demised premises or any part thereof to be used or mortgageoccupied by others, pledge, without the prior written consent of Landlord in each instance. The merger or hypothecate its leasehold interest consolidation of a corporate Tenant or grant any concession or license within subtenant where the Premises and any attempt to do any net worth of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer resulting or surviving corporation is less than the net worth of the ownership interests controlling Tenant or subtenant immediately prior to such merger or consolidation shall be deemed an assignment of this Lease unless lease or of such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), without the prior written consent of Landlord. Tenant shall reimburse Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with any assignment or sublease. Upon Landlord's receipt of Tenant's written notice of a desire to assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned assigned, or if the Premises demised premises or any part thereof be subleased (whether in whole underlet or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone anybody other than Tenant, then upon a Landlord may, after default by Tenant hereunder Landlord may after notice any beyond the expiration of any applicable cure period, collect rent from the assignee, sublesseeundertenant or occupant, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, and apply the net amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction herein reserved, but no assignment, underletting, occupancy or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of landlord to any further assignment or underletting. In no event shall any permitted subtenant assign or encumber its covenants, dutiessublease or further sublet all or any portion of its sublet space, or obligations hereunderotherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord's prior written consent in each instance. A modification, amendment or extension of a sublease shall be deemed a sublease. If any lien is filed against the demised premises or the building of which the same form a part for brokerage services claimed to have been performed for Tenant, (other than by XX Xxxxx Leasing, Inc., and/or Insignia/ESG, Inc., in connection with this Lease) whether or not actually performed, the same shall be discharged by Tenant within ten (10) days after Tenant receives notice thereof at Tenant's expense, by filing the bond required by law, or otherwise, and paying any other necessary sums, and Tenant agrees to indemnify Landlord and its agents and hold them harmless form and against any and all claims, losses or liability resulting from such lien for brokerage services rendered.
Appears in 1 contract
Assignment and Subletting. Without Landlord's prior written consent, Tenant shall not assign either voluntarily or by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber this Lease or sublease any interest therein, and shall not sublet the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premisesthereof, or any part thereofright or privilege appurtenant thereto, or allow any person, other than the employees of Tenant, to occupy or use the Premises or any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate")portion thereof, without the prior written consent of LandlordLandlord not to be unreasonably withheld. Any assignment or transfer of this Lease by transfer of a majority interest of stock, asset sale, merger, consolidation, liquidation or dissolution, or any changes in the ownership of, or power to vote in excess of fifty percent (50%) of its outstanding stock, shall constitute an assignment for purposes of this Section. If Tenant desires to assign or sublet all or any part of the Premises, Tenant shall reimburse notify Landlord for all at least thirty (30) days in advance of Landlord's reasonable out-of-pocket expenses in connection with any the date on which Tenant desires to make such assignment or sublease. Upon Landlord's receipt of Tenant's written notice of Tenant shall provide Landlord with a desire to assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement copy of the proposed assignment or subleasesublease and such information or written consents as Landlord might request concerning the proposed sublessee or assignee to allow Landlord to make informed judgments as to the type of use, financial condition, gross sales, business experience, reputation, operations and general desirability of the proposed sublessee or assignee or to obtain credit information from a credit reporting service. Notwithstanding any Within fifteen (15) days after Landlord’s receipt of Tenant’s proposed assignment or sublettingsublease and all required information concerning the proposed sublessee or assignee, Tenant and any guarantor or surety of Tenant's obligations under this Lease Landlord shall at all times remain fully responsible and liable for the payment have either of the rent and for compliance with all of Tenant's other obligations under this Lease following options: (regardless of whether Landlord's approval has been obtained for any such assignments i) consent to the proposed assignment or sublettings). In the event that sublease, and, if the rent due and payable by a any assignee or sublessee under any such permitted assignment or assignee sublease (or a combination of the rental rent payable under such assignment or sublease or assignment plus any bonus or any other consideration therefor or any payment incident thereto) exceeds the rental Base Rent payable under this LeaseLease for such space, then Tenant shall be bound and obligated pay to pay Landlord as additional rent hereunder one-half (1/2) of all such excess rental rent and other excess consideration within 10 ten (10) days following receipt thereof by Tenant; or (ii) refuse, in Landlord’s reasonable discretion and judgment, to consent to the proposed assignment or sublease, which refusal shall be deemed to have been exercised unless Landlord gives Tenant written notice providing otherwise. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in In the event of the mortgageany assignment or sublease, pledgeany option or right of first refusal granted to Tenant shall not be assignable by Tenant to any assignee or sublessee without Landlord’s prior written consent, not to be unreasonably withheld. No assignee or hypothecation sublessee of Tenant's leasehold interest or grant of any concession or license within the Premises or if any portion thereof may assign or sublet the Premises be occupied or any portion thereof. Upon the occurrence of a Default hereunder, if all or any part of the Premises are then assigned or sublet, Landlord, in whole addition to any other remedies provided by this Lease or in part provided by anyone law, may, at its option, collect directly from the assignee or sublessee all rents becoming due to Tenant by reason of the assignment or sublease. Any acceptance of Rent or collection by Landlord of other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent sums directly from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee sublessee or licensee any other person shall not be construed as a novation or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant or any guarantor from the further performance of their respective obligations under this Lease or any guarantee hereof, and shall not be construed as a waiver by Landlord of any provisions hereof or any right hereunder. Any assignment or subletting without consent of Landlord and, to the extent required, any Lender, shall be void, and shall at the option of Landlord, constitute a default under this Lease. Consent to one assignment, subletting, occupation or use by any other person or entity shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person or entity. No subletting or assignment by Tenant, made with or without Landlord’s consent, shall ever release Tenant from its obligation to pay the Rent and perform all other obligations to be performed by Tenant hereunder for the term of its covenants, dutiesthis Lease, or obligations hereunderrelease any guarantor from any obligation or liability under any guarantee of this Lease.
Appears in 1 contract
Assignment and Subletting. Without Landlord's prior written consent, Tenant shall not assign or hypothecate this Lease or sublease the Premises sublet all or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within of the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any non-related entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), without the prior written consent of Landlord. If Tenant shall reimburse Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with any assignment or sublease. Upon Landlord's receipt of Tenant's written notice of a desire wishes to assign or sublet the Premises, Tenant shall give notice in writing (by certified mail or any part thereof (other than by personal delivery of such intention to a Tenant Affiliate)Landlord and, thereupon, Landlord mayshall, within thirty (30) days of receipt of such notice, have the right to unilaterally terminate the Lease or to approve said subletting by giving written notice to Tenant within 30 days after receipt of Tenant's notice. If no notice is given by Landlord, terminate this Lease with respect Landlord will be deemed to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. Notwithstanding any have elected to approve assignment or subletting. If the assignment or subletting is approved, Tenant rents under the sublease are greater than the rents provided for herein, and any guarantor or surety of Tenant's obligations under this Landlord shall have the further option either (a) to convert the sublease into a prime Lease shall at and receive all times remain fully responsible and liable for the payment of the rent rents, in which case Tenant will be relieved of further liability hereunder and for compliance with all of Tenant's other obligations under this Lease the proposed sublease; and (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident theretob) exceeds the rental payable to require Tenant to remain liable under this Lease, then in which event Tenant shall be bound and obligated entitled to pay Landlord as additional rent hereunder all retain fifty percent (50%) of such excess rental rents. If the assignment or subletting is approved and rents under the sublease are less than the rents provided for herein, Tenant shall remain liable under all the covenants and conditions of this Lease. Landlord may withhold its consent to any proposed assignee or subtenant which in Landlord's judgment (a) would conflict with tenancy, use or business of any other excess consideration within 10 days following receipt thereof by tenant or the tenant mix of the Center; and (b) has a net worth and/or credit history inferior to that of Tenant, or is currently a tenant or negotiating for space in the Center. Tenant shall have the right to assign this Lease or sublet all or any part of the Premises to an affiliate of Tenant without Landlord's consent, so long as the entity shall have equal net worth to that of the Tenant. If this Lease be assigned Affiliate shall mean any person, corporation, partnership or if the Premises be subleased (whether in whole other entity controlled by or in part) that controls Tenant and any subsidiary, division or in the event affiliate of any controlled or controlling entity. This shall include intra-corporate transfers of the mortgageLease, pledge, and transfers in connection with mergers and sales of all or hypothecation substantially all of the assets of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunder.
Appears in 1 contract
Assignment and Subletting. Without Landlord's prior written consent, Tenant shall may not assign or otherwise transfer its interest in this Lease or sublease sublet the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), without the prior written consent of Landlord, which Landlord may refuse in its sole discretion. Tenant shall notify Landlord thirty days in advance of its intent to transfer, assign or sublet all or any portion of the Premises and shall, at the time Tenant requests Landlord’s approval, provide Landlord with financial information on the proposed assignee or subtenant. In any event, Tenant shall reimburse Landlord for all of Landlord's reasonable out-of-pocket fees and expenses incurred by Landlord (including expert and attorney fees) in connection with reviewing any assignment or sublease. Upon Landlord's receipt of Tenant's written notice of a desire to assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment or subleasesubletting. Notwithstanding In the event of any such assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall nevertheless at all times remain fully responsible and liable for the payment of the rent and for compliance with the performance and observance of all of Tenant's ’s other obligations under the terms, conditions and covenants of this Lease (regardless of whether Landlord's approval has been obtained for any such assignments Lease. No assignment or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination subletting of the rental payable under Premises or any part thereof shall be binding upon Landlord unless such sublease assignee or assignment plus any bonus or other consideration therefor or incident theretosubtenant delivers to Landlord an instrument (in recordable form, if requested) exceeds the rental payable containing an agreement of assumption of all of Tenant’s obligations under this Lease. Upon the occurrence of an event of default after the expiration of any applicable notice and cure period herein, if all or any part of the Premises are then Tenant shall be bound and obligated assigned or sublet, Landlord, in addition to pay Landlord as additional rent hereunder all such excess rental and any other excess consideration within 10 days following receipt thereof remedies provided by Tenant. If this Lease be assigned or if by law, may, at its option, collect directly from the Premises be subleased (whether in whole assignee or in part) or in the event subtenant all rent becoming due to Landlord by reason of the mortgage, pledge, assignment or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part subletting. Any collection by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party assignee or subtenant shall not be construed to whom the leasehold interest was hypothecated, concessionee constitute a novation or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance of its obligations under this Lease. Any rents received by Tenant from the assignment or subletting of the Premises which exceed rents payable by Tenant hereunder shall be immediately paid to Landlord as additional compensation. Landlord shall, at its option, have the right to recapture all or any part of the Premises Tenant proposes to assign or sublet upon notice from Tenant of its covenantsintent to assign or such sublet part of the Premises. Notwithstanding the preceding to the contrary, dutiesTenant shall have the right, without the prior written consent of Landlord. to transfer or obligations hereunderassign the Lease or sublet the Premises to any entity controlling, controlled by or under the common control of Tenant or in connection with a sale of stock, merger or sale of substantially all of the assets of Tenant.
Appears in 1 contract
Samples: Development Building and Conference Center Lease Agreement (Cray Inc)
Assignment and Subletting. Without Landlord's prior written consentSublessee shall not sublet any part of the Sublease Premises, Tenant and shall not assign this Lease or sublease the Premises Sublease or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate")therein, without the prior written consent of LandlordSublessor and Lessor, which consent to such assignment or subletting shall not be unreasonably withheld, conditioned or delayed. Tenant Sublessee shall reimburse Landlord pay Sublessor 50% of any profit actually paid to Sublessee as consideration for all of Landlord's such an assignment or subletting (excluding any profit derived by Sublessee from a Permitted Transfer (hereinafter defined)), less any reasonable out-of-pocket costs or expenses incurred by Sublessee in connection with therewith (including, but not limited to, advertising costs, brokerage commissions, legal fees and the cost of improvements to the Sublease Premises made by Sublessee for such assignee). Sublessee shall pay Sublessor for Sublessor’s share of any assignment or sublease. Upon Landlord's excess within thirty (30) days after Sublessee’s receipt of Tenant's written notice of a desire such excess consideration. Subject to assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease with respect Lessor’s prior consent pursuant to the space described in Tenant's notice, as terms of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Master Lease, then Tenant Sublessee shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 have a period of fifteen (15) days following receipt thereof by Tenant. If this Lease be assigned of Sublessee’s request for approval to either (i) consent to such requested assignment or if subletting subject to Sublessee’s compliance with the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent conditions set forth in the preceding paragraph, apply the amount collected this Section 17 or (ii) refuse to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunder.so consent
Appears in 1 contract
Assignment and Subletting. Without Landlord's prior written consent, 10.01 Tenant shall not assign assign, mortgage or encumber this Lease Lease, its interest hereunder or sublease the estate granted hereby, nor sublet or suffer or permit the Demised Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled used by Tenant or under common control with Tenant (a "Tenant Affiliate")others, without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld or delayed. If Landlord fails to respond to Txxxxx’s request for consent within fifteen (15) business days from receipt of Tenant’s notice, Tenant shall then send Landlord a reminder notice, specifying that such notice is Tenant’s “Second Request”. Should Landlord fail to respond to Txxxxx’s second request notice within five (5) business days from receipt thereof, Landlord’s consent shall be deemed granted. Notwithstanding the foregoing, if Tenant is acquired by a third party either by acquisition of greater than a fifty percent (50%) interest in its voting equity or the sale of all or substantially all of its assets, or merges with another entity and is not the surviving entity, such events shall not be deemed an assignment within the meaning of this Section 10.01 and the acquiring or surviving entity will have the right to continue as the Tenant under this Lease by assuming Tenant’s rights and obligations hereunder without need for Landlord’s consent (a “Permitted Transfer”), provided however that the transfer contemplated by the foregoing provision cannot principally be for the purpose of transferring the leasehold estate created hereby. Tenant shall reimburse Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with any assignment or sublease. Upon Landlord's receipt of Tenant's written notice of a desire to assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written provide notice to Tenant within 30 days after receipt Landlord of Tenant's noticethe Permitted Transfer upon closing of the acquisition or merger transaction. Additionally, terminate this Lease with respect and notwithstanding anything to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent contrary set forth in this Article 10, Tenant may sublet up to 20% of the preceding paragraph, apply the amount collected Building without Landlord’s consent (but upon notice to Landlord) provided that any sublease is subject to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection terms of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunderthis Lease.
Appears in 1 contract
Assignment and Subletting. Without Landlord's prior written consent, Tenant shall not assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), without the prior written consent of Landlord. Tenant shall reimburse Landlord for all of Landlord's reasonable out-out- of-pocket expenses in connection with any assignment or sublease. Upon Landlord's receipt of Tenant's written notice of a desire to assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings)Lease. In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust deposit for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunder.
Appears in 1 contract
Samples: Lease Agreement (Converse Inc)
Assignment and Subletting. Without Landlord's prior written consent, Tenant shall not assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), without the prior written consent of Landlord. Tenant shall reimburse Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with any assignment or subleasesublease not to exceed $1,000.00. Upon Landlord's receipt of Tenant's written notice of a desire to assign or sublet the Premises, or any part thereof (other than to a Tenant AffiliateAffiliate or a Successor Entity as defined below), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease; provided however, that Tenant shall have the right to nullify any such termination by withdrawing in writing its request for Landlord's consent to sublease or assignment within ten (10) days of the date of Landlord's termination notice. Provided no default has occurred and is continuing under this Lease, upon 10 days prior written notice to Landlord, Tenant may, without Landlord's prior written consent, assign this Lease to an entity (the "Successor Entity") into which Tenant is merged or consolidated or to an entity to which substantially all of Tenant's assets are transferred, provided (x) such merger, consolidation, or transfer of assets is for a good business purpose and not principally for the purpose of transferring Tenant's leasehold estate, and (y) the assignee or successor entity has a net worth at least equal to the net worth of Tenant immediately prior to such merger, consolidation, or transfer. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee assignee, except for a Tenant Affiliate or a successor entity, (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. With respect to the obligation of Tenant to pay Landlord any excess rental and other excess consideration payable with respect to any assignment or subleasing, Landlord agrees that Tenant shall be entitled, in determining the amount of such excess rental or other excess consideration, to first recapture the actual, reasonable out-of-pocket costs of improvements made by Tenant in connection therewith, the actual, reasonable out-of-pocket leasing commissions, and the actual, reasonable out-of-pocket attorney's fees paid by Tenant in connection therewith. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunder.
Appears in 1 contract
Assignment and Subletting. Without Landlord's prior written consent, Tenant shall not assign or otherwise transfer its interest in this Lease or sublease sublet the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), without the prior written consent of Landlord, which shall not be unreasonably withheld or delayed. Tenant shall reimburse notify Landlord for all in writing (“Tenant’s Notice to Sublet”) thirty (30) days in advance of Landlord's reasonable out-of-pocket expenses in connection with any assignment or sublease. Upon Landlord's receipt of Tenant's written notice of a desire its intent to transfer, assign or sublet all or any portion of the Premises, or any part thereof . Tenant’s Notice to Sublet shall include the proposed sublease document (other than to a Tenant Affiliateincluding complete disclosure of all terms of the contemplated transaction), Landlord mayname and address of proposed subtenant or assignee, by giving written notice and the accurate business information (including but not limited to Tenant within 30 days after receipt current balance sheet, current and historical operating statements, narrative history and description of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of business) regarding the proposed assignment subtenant or subleaseassignee. Notwithstanding In the event of any such assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall nevertheless at all times remain fully responsible and liable for the payment of the rent and for compliance with the performance and observance of all of Tenant's ’s other obligations under the terms, conditions and covenants of this Lease. In the event of any assignment or subletting of the Premises, Tenant shall be solely responsible for reimbursing Landlord for its reasonable attorneys’ fees incurred in the review of such documents. No assignment or subletting of the Premises or any part thereof shall be binding upon Landlord unless such assignee or subtenant shall deliver to Landlord an instrument (in recordable form, if requested) containing an agreement of assumption of all of Tenant’s obligations under this Lease (regardless and Landlord Tenant and Subtenant shall execute Landlord’s standard consent form. Landlord agrees to be reasonable in its consent, but Landlord may at its sole discretion withhold its consent to an assignment or sublease to any present tenant of whether Landlord's approval has been obtained for Landlord in the Property or to any such assignments or sublettings). In tenant whose occupancy would be inconsistent with the event that the rent due and payable by a sublessee or assignee (or a combination character of the rental payable under such sublease Property or assignment plus whose business is in direct competition with that of another tenant of the Property. Upon the occurrence of an event of default, if all or any bonus part of the Premises are then assigned or sublet, Landlord, in addition to any other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof remedies provided by Tenant. If this Lease be assigned or if by law, may, at its option, collect directly from the assignee or subtenant all rent becoming due to Landlord by reason of the assignment or subletting, and Landlord shall have a security interest in all property on the Premises be subleased (whether in whole or in part) or to secure payment of such sums. Landlord, at its option, may also recapture any sublet space in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part default. Any collection by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party assignee or subtenant shall not be construed to whom the leasehold interest was hypothecated, concessionee constitute a novation or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance of its obligations under this Lease. Any rents received by Tenant from the assignment or subletting of the Premises which exceed rents payable by Tenant hereunder shall be immediately paid to Landlord as additional compensation. Landlord shall, at its covenantsoption, dutieshave the right to recapture all or any part of the Premises Tenant proposes to assign or sublet within thirty (30) days of Landlord’s receipt of Tenant’s Notice to Sublet. Landlord shall have the right to transfer and assign, in whole or in part, all its rights and obligations hereunderhereunder and in the Building and all other property referred to herein, and upon such transfer, the transferor shall have no further liability hereunder and Tenant shall attorn to any such transferee.
Appears in 1 contract
Samples: Office Lease (Endocyte Inc)
Assignment and Subletting. Without Landlord's prior written consent, Tenant shall not assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate")not, without the prior written consent of Landlord, which consent may not be unreasonably withheld: (a) assign, convey or mortgage the Lease or any interest hereunder; (b) suffer to occur or permit to exist any assignment of this Lease or any lien upon Tenant's interest, involuntarily or by operation of law; or (c) sublet more than 40% of the Premises or any part thereof. Landlord's consent to any assignment, subletting or transfer or Landlord's election to accept any assignee, sublessee or transferee as Tenant hereunder shall not release the original Tenant from any covenant or obligation under this Lease. Landlord's consent to any assignment, subletting or transfer shall not constitute a waiver of Landlord's right to withhold its consent to any future assignment, subletting or transfer. Notwithstanding the foregoing, Tenant may, upon prior written notice to Landlord, but without Landlord's consent and without affording Landlord any recapture rights, assign this Lease or sublet the Premises to its parent company or to any subsidiary or affiliated company or to a purchaser of all or substantially all of Tenant's assets or to any entity with which Tenant is merged or consolidated, or in connection with a transfer of ownership interest in Tenant, providing in any such event that the transaction is done for a bona fide business purpose and not principally for the purpose of transferring the Lease. Tenant shall reimburse give Landlord for all written notice of Landlord's reasonable out-of-pocket expenses in connection with any proposed assignment or subleasesublease of more than 40% of the Premises, which notice shall contain the proposed principal terms thereof, and upon receipt of such notice, Landlord shall have the option to terminate the Lease. Upon If Landlord wishes to exercise such option to terminate, Landlord shall, within thirty (30) days after Landlord's receipt of such notice from Tenant's written , send to Tenant a notice so stating and in such notice Landlord shall specify the date as of a desire which such termination is effective, which date shall be not less than thirty (30) and not more than ninety (90) days after the date on which Landlord sends such notice. If Landlord does not elect to assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate)terminate as aforesaid, Landlord may, by giving written notice may withhold its consent to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the any proposed assignment or sublease. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety proposed subletting of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment more than 40% of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Premises if in Landlord's approval has been obtained for any such assignments reasonable business judgment, the proposed assignee or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereundersubtenant does not have adequate financial responsibility.
Appears in 1 contract
Assignment and Subletting. Without Tenant shall not voluntarily or by operation of law assign, transfer, mortgage or otherwise transfer or encumber or sublet all or any part of Tenant's interest in this Lease or in the Premises without Landlord's prior written consent, which consent shall not be unreasonably withheld and shall be delivered not less than ten (10) days following Tenant's written request. Failure of Landlord to respond within ten (10) days shall be deemed Landlord's consent. Landlord reserves the right to refuse to give such consent unless Tenant remains fully liable during the unexpired term of this Lease. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the requirement to obtain Landlord's consent to subsequent assignments or sublettings. Each assignee shall, by taking possession of the Premises, be deemed to have expressly assumed all obligations of Tenant under this Lease and shall remain jointly and severally liable with Tenant for the fully and timely performance of this Lease. Notwithstanding the foregoing, Tenant shall not have the right, without attaining Landlord's consent, but with at least twenty (20) days prior notice to Landlord, to assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenantwhich controls, is controlled by Tenant or is under common control with Tenant (a "Tenant Affiliate")Tenant, without or to any entity which acquires all or substantially all of the prior written consent assets of LandlordTenant. Upon any such assignment Tenant shall reimburse Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with any assignment or sublease. Upon Landlord's receipt of Tenant's written notice of a desire to assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's notice, terminate no longer be liable under this Lease with respect if the assignee has a net worth at least equal to the space described in Tenant's notice, greater of (i) the net worth of the Tenant as of the date specified in Tenant's notice for of this Lease, or the commencement net worth of the Tenant on the date of such assignment. Tenant shall provide evidence of the net worth of the Tenant and the proposed assignee as of the time of proposed assignment or sublease. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for in the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings)notice to Landlord required hereunder. In the event Tenant assigns this Lease or sublets the Premises, such that the Tenant receives rent due and payable by a sublessee or assignee (or a combination in excess of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds amount required to be paid by Tenant to Landlord pursuant to the rental payable under terms of this Lease, then 50% of the net excess rent received by Tenant during the initial five year term of this Lease shall be bound and obligated paid to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 ten (10) days following of receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event , and thereafter, 100% of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect net excess rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for paid to Landlord and immediately forwarded to Landlord. No such transaction or collection within ten (10) days of rent or application thereof receipt by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunderTenant.
Appears in 1 contract
Assignment and Subletting. Without Landlord's ’s prior written consentconsent (which consent shall not be unreasonably withheld, delayed or conditioned pursuant to the provisions of Addendum 10 attached hereto), Tenant shall not assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly tradedtraded or unless such transfer is to a Tenant Affiliate (as defined below). Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "“Tenant Affiliate"”), without the prior written consent of Landlord. Tenant shall reimburse Landlord for all of Landlord's ’s reasonable out-of-pocket expenses in connection with any assignment or sublease. Upon Landlord's ’s receipt of Tenant's ’s written notice of a desire request to assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 10 business days after receipt of Tenant's ’s notice, terminate this Lease with respect to the space described in Tenant's ’s notice, as of the date specified in Tenant's ’s notice for the commencement of the proposed assignment or sublease. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's ’s obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's ’s other obligations under this Lease (regardless of whether Landlord's ’s approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all 50% of such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's ’s leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunder.
Appears in 1 contract
Samples: Lease Agreement (Cmgi Inc)
Assignment and Subletting. Without Landlord's prior written consent, 18.1 Tenant shall not assign not, voluntarily or by operation of law, (a) assign, mortgage, pledge, encumber, sell or transfer this Lease Lease, in whole or sublease in part, or (b) make any sublease, or permit occupancy of the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling by anyone other than Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Tenant shall reimburse Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with No consent to any assignment or subleasesublease in a specific instance shall operate as a release of Tenant from liability under this Lease. Upon No consent to any assignment or sublease in a specific instance shall operate as a waiver of the need for such consent in any subsequent instance. Landlord's receipt of Tenant's written notice of a desire ’s consent to assign any proposed assignment or sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease with respect sublease may be subject to the space described consistency, in Tenant's noticeLandlord’s reasonable judgment, as of the date specified in Tenant's notice for the commencement of the proposed assignment assignee’s or sublease. Notwithstanding any assignment or subletting, Tenant subtenant’s business with other uses and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for tenants in the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings)Building. In the event that the rent due and payable by a sublessee any assignee or assignee (or a combination subtenant pays to Tenant any amount in excess of the rental Basic Rent then payable under hereunder, or pro rata portion thereof on a square footage basis for any portion of the Premises so assigned or subleased, after deducting therefrom an amount equal to the reasonable expenses incurred by Tenant in connection with such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds (including but not limited to brokerage fees, fit-up expenses, tenant improvements allowances, free rent periods, marketing costs, advertising fees and attorney’s fees), which expenses shall be amortized on a straight light basis over the rental payable under this remaining Term of the Lease, then Tenant shall be bound and obligated promptly pay fifty percent (50%) of said excess to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof when received by Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunder.
Appears in 1 contract
Samples: Lease (Verisign Inc/Ca)
Assignment and Subletting. Without Landlord's ’s prior written consent, Tenant shall not assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part pan thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "“Tenant Affiliate"”), without the prior written consent of Landlord. Tenant shall reimburse Landlord for all of Landlord's ’s reasonable out-of-pocket expenses in connection with any assignment or sublease. Upon Landlord's ’s receipt of Tenant's ’s written notice of a desire to assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's ’s notice, terminate this Lease with respect to the space described in Tenant's ’s notice, as of the date specified in Tenant's ’s notice for the commencement of the proposed assignment or sublease. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety surely of Tenant's ’s obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's ’s other obligations under this Lease (regardless of whether Landlord's ’s approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's ’s leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunder.
Appears in 1 contract
Assignment and Subletting. Without Landlord's prior written consent, a. Tenant shall not assign this Lease or sublease may sublet the Premises or any part thereof or mortgageassign this Lease, pledgesubject to Landlord's approval (which approval shall not be unreasonably withheld, delayed, or hypothecate its leasehold interest or grant any concession or license within conditioned); provided that Tenant shall remain primarily .liable for all obligations of Tenant hereunder. Tenant agrees to split equally with Landlord (on a monthly basis as and when subtenant's rent is paid) Tenant's "net profit" from the Premises sublease, which shall be an amount equal to (a) the amount by which the Base Rent and any attempt to do any of additional amounts and consideration paid by the foregoing shall be void subtenant exceeds the Base Rent and of no effect. For purposes of this paragraphAdditional Rent payable hereunder, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling less (b) Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), without the prior written consent of Landlord. Tenant shall reimburse Landlord for all of Landlord's reasonable out-of-pocket and actual expenses in connection with the sublease, including but not limited to brokerage commissions, and reasonable and actual costs incurred by Tenant in altering, dividing, repairing or otherwise making the space ready for subtenant's occupancy; and any free rent, tenant construction allowance (unless the amount of such construction allowance is being recovered in subtenant's rental payments) or other financial incentives provided to subtenant. If Tenant desires to assign its interest in this Lease and the Premises or sublease all or a portion of the Premises, Tenant shall deliver to Landlord written request specifying the terms and conditions for such assignment or sublease. Upon sublease and requesting Landlord's consent, and Tenant shall supply such additional information related to the proposed assignment or subletting as Landlord reasonably requests in connection with its review and evaluation of Tenant's request. Landlord shall respond in writing to any request for approval of an assignment or sublease within ten (10) business days of receipt of Tenant's written notice of a desire to assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. Notwithstanding any assignment or subletting, Tenant request and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any failure to respond within such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant period shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunderconstitute approval.
Appears in 1 contract
Samples: Lease Agreement (Wells Real Estate Investment Trust Inc)
Assignment and Subletting. Without Except for the excluded transactions set forth in this Article, Tenant shall not voluntarily, or by operation of law, assign, transfer, mortgage, sublet or otherwise transfer or encumber all or any part of Tenant's interest in this Lease or in the Premises without Landlord's prior written consent, Tenant consent which shall not assign this Lease or sublease the Premises or any part thereof or be unreasonably withheld. Any attempt to assignment, transfer, mortgage, pledge, encumbrance or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing subletting without such consent shall be void and of no effect. For purposes shall constitute a breach of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly tradedLease. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), without the prior written consent of Landlord. Tenant shall reimburse Landlord for all Regardless of Landlord's reasonable out-of-pocket expenses in connection with consent, no subletting or assignment shall release Tenant from Tenant’s obligation or alter the primary liability of Tenant to pay the rent and to perform all other obligations to be performed by Tenant hereunder. The acceptance of rent by Landlord from any person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or sublease. Upon Landlord's receipt of Tenant's written notice of a desire subletting shall not be deemed consent to assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. Notwithstanding any subsequent assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by Landlord shall consent to a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus under the provisions of this Article 15, Tenant shall pay Landlord’s reasonable attorney’s fees not to exceed $2,000 incurred in connection with giving such consent. Prior to such approval by Landlord of subletting or assignment, Tenant shall provide Landlord with information concerning the proposed assignees or subtenants financial responsibility. Further, if for any bonus proposed assignment or sublease Tenant receives rent or other consideration therefor either initially or incident thereto) exceeds over the rental payable under this Leaseterm of the assignment of sublease, then in excess of the rent called for hereunder, or in case of the sublease of a portion of the Premises in excess of such rent fairly allocable to such portion, after appropriate adjustments to assure that all other payments called for hereunder taken into account, Tenant shall be bound and obligated pay to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation excess of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all each such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection payment of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance other consideration received by Tenant of promptly after its covenantsreceipt. Landlord shall not unreasonably withhold, dutiesdelay, or obligations hereundercondition approval under this article. For purposes of this Article, the following are considered “Excluded Transactions”: (a) any transfer of Tenant’s interest in this Lease to any entity that is a corporate affiliate of Tenant; and (b) any change in the ownership or control of Tenant, including, but not limited to, any sale or transfer of stock or other ownership interests, merger, consolidation, or similar transactions. Landlord’s consent is not required prior to any Excluded Transaction.
Appears in 1 contract
Samples: GigOptix, Inc.
Assignment and Subletting. Without Landlord's prior written consent, 15. Tenant shall not assign either voluntarily, or by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber this Lease or sublease any interest therein, and shall not sublet the Premises or any part thereof or mortgage, pledgethereof, or hypothecate its leasehold interest any right or grant privilege appurtenant thereto, or allow any concession other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the use their Premises, or any part portion thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), without first obtaining the prior written consent of Landlord. When Tenant shall reimburse Landlord for all of requests Landlord's reasonable out-of-pocket expenses in connection with any assignment or sublease. Upon Landlord's receipt of Tenant's written notice of a desire consent to assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. Notwithstanding any such assignment or subletting, it shall notify Landlord in writing of the name and address of the proposed assignee or subtenant and the nature and character of the business of the proposed assignee or subtenant and shall provide financial statements for the proposed assignee or subtenant. Landlord's consent to any proposed assignment or subletting shall not be unreasonably withheld or delayed. If Landlord approves an assignment or subletting as herein provided, Tenant shall pay to Landlord, as Additional Rent, the difference, if any between the Rent plus Additional Rent to be paid by an approved assignee or subtenant during any renewal term provided for herein. A consent to one assignment, subletting, occupation or use shall not be deemed to be a consent to any other or subsequent assignment, subletting, occupation or use and consent to any guarantor assignment or surety subletting shall in no way relieve Tenant of Tenant's obligations any liability under this Lease Lease. Any assignment or subletting without Landlord's consent shall be void, and shall, at all times remain fully responsible and liable for the payment option of the rent and for compliance with all of Tenant's other obligations Landlord, constitute a default under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings)Lease. In the event that the rent due and payable by Landlord shall consent to a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Leasehereunder, then Tenant shall be bound and obligated pay any brokerage fees related to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned the subletting or if the Premises be subleased (whether in whole or in part) or in the event assignment of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunderPremises.
Appears in 1 contract
Samples: Cadapult Graphic Systems Inc
Assignment and Subletting. Without Landlord's prior written consentIn the event that Tenant desires to assign this Lease or sublet all or any part of the Premises or grant any license, concession or other right of occupancy of any portion of the Premises. Tenant shall notify Landlord in writing and shall state the name of the proposed assignee, sublease or other transferee and the terms of the proposed assignment, sublease or transfer. Tenant shall also provide detailed financial information and state the nature and character of the business of the proposed assignee, sublease or transferee. Tenant shall not assign or mortgage this Lease or sublease any right hereunder or interest herein, and Tenant shall not sublet the Premises in whole or any in part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any license, concession or license within the Premises and other right of occupancy of any attempt to do any portion of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), without the prior written consent of Landlord. Tenant Landlord may withhold its consent to any assignment of all or any portion of the Premises in the absolute discretion of Landlord. Landlord's consent to a sublease of all or any portion of the Premises shall reimburse not be unreasonably withheld or delayed, provided that the terms of the sublease are reasonably acceptable to Landlord and further provided that the sublease forwarded to Landlord for all of its review is accompanied by Tenant's check for $750.00, being Landlord's reasonable out-of-pocket expenses in connection with any assignment or sublease. Upon estimate of the cost to Landlord of legal review by Landlord's receipt of Tenant's written notice of a desire to assign counsel. Any assignment, mortgage or sublet subletting without such consent shall be void and shall, at the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as sole option of the date specified in Tenant's notice for the commencement Landlord, be deemed an event of the proposed assignment or subleasedefault by Tenant under this Lease. Notwithstanding any assignment or sublettingsubletting consented to by Landlord, Tenant and any guarantor or surety of Tenant's obligations under this Lease and each assignee shall at all times remain fully responsible and liable for the payment of the rent herein specified and for compliance with all of Tenant's other covenants and obligations under this Lease. No consent to any assignment or mortgage of this Lease (regardless or any subletting of whether Landlord's approval has been obtained for any such assignments or sublettings)the Premises shall constitute a waiver of the provisions of this Section except as to the specific instance covered thereby. In the event that the rent due and monthly rental per square foot of space subleased which is payable by a any sublessee to Tenant shall exceed the monthly rental per square foot for the same space payable for the same month by Tenant to Landlord (including any bonuses or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor paid directly or incident thereto) exceeds indirectly by the rental payable under this Leasesublessee to Tenant), then Tenant shall be bound and obligated to pay one-half of the amount of such excess to Landlord as additional rent hereunder all on the same date it is received by Tenant from the sublessee. In the event Tenant shall receive any consideration from an assignee other than the assumption by the assignee of Tenant's obligations hereunder, Tenant shall be obligated to pay the one half of such excess rental and other excess consideration within 10 days following receipt thereof to Landlord as additional rent hereunder on the same date it is received by Tenant. If this Landlord, at Landlord's option, may elect to require that rental payable by any sublessee be paid directly to Landlord and offset Tenant's rent obligations accordingly. At no time during the Lease Term shall Tenant be assigned or if entitled to (i) advertise the Premises be subleased for sublease without the prior written consent of Landlord and (whether in whole or in partii) or in market the event Premises for sublease at a rate less than the fair market value of the mortgagePremises. If Tenant is a corporation or partnership, pledgean assignment prohibited by this Section shall be deemed to include one or more sales or transfers by operation of law or otherwise, or hypothecation creation of new stock or partnership shall be vested in a party or parties who are not owners of a majority of the voting shares or partnership interests of Tenant as of the date hereof, provided, however, that the foregoing provisions of this sentence shall not be applicable if (i) Tenant's stock is listed on a recognized securities exchange or (ii) at least eighty percent (80%) of Tenant's leasehold interest or grant of any concession or license within stock is owned by a corporation whose stock is listed on a recognized securities exchange. For the Premises or if purpose hereof, stock ownership shall be determined in accordance with the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent principles set forth in section 544 of the preceding paragraphInternal Revenue Code of 1986, apply the amount collected as amended to the next rent payable hereunder; and all such rentals collected date hereof. Any transfer by Tenant operation of law shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof also constitute an assignment prohibited by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunderthis Section.
Appears in 1 contract
Samples: Lease Agreement (Lmi Aerospace Inc)
Assignment and Subletting. Without Landlord's Tenant will not assign their interest in this Commercial Lease or sublet any portion of the Leased Property without prior written consentconsent of the Landlord. If Tenant is a corporation, partnership, limited liability company or some other business or legal entity, Tenant shall not assign this Lease or sublease change in the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any ownership of the foregoing shall be void and Tenant so as to add or remove one or more of no effect. For purposes Tenant’s owners as of the date of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate")Commercial Lease, without the prior written consent of Landlord. ALTERATIONS: Tenant acknowledges that no representations as to the condition or repair of the Leased Property, nor as to Landlord's intentions with respect to any improvements, alteration, decoration or repair of the Leased Property, have been made to Tenant, unless provided in this Commercial Lease. Tenant shall reimburse Landlord for all not make any alterations on or additions to the Leased Property nor make any contract therefor without prior written consent of the Landlord's reasonable out-of-pocket expenses in connection with . Further, Tenant will not place or cause to be placed or maintained on any assignment interior or subleaseexterior door, wall or window of the Leased Property any sign, awning, canopy, advertising matter or other thing of any kind, and will not place or maintain any decoration, lettering or advertising matter on the glass, window or door of the Leased Property without prior written consent of the Landlord. Upon Landlord's receipt of Tenant's written notice of a desire All alterations, additions, and improvements made by Tenant to assign or sublet upon the PremisesLeased Property (except signs, cases, counters, or any part thereof (other than trade fixtures which shall remain the property of Tenant and be removed by Tenant upon termination of this Lease) shall at once, when made or installed, be deemed to a Tenant Affiliate)have attached to the Leased Property and to have become the property of the Landlord. However, if prior to termination of this Lease, Landlord mayso directs, by giving written notice to Tenant, Tenant within 30 days after receipt shall, prior to termination, remove all such alterations, additions and improvements which were placed in the Leased Property by the Tenant and which became the property of the Landlord pursuant to this provision and which are designated in said notice; and further, Tenant shall repair any damage occasioned by such removal, and in default thereof, Landlord may effect said removals and repairs at Tenant's noticeexpense. INSPECTIONS: Except in emergencies, terminate this Lease with respect Landlord shall give Tenant a twenty-four (24) hour notice of intent to enter the Leased Property at a reasonable time for the purpose including but not limited to, inspections, to make repairs or alterations, to supply services or exhibit the Leased Property to potential tenants, purchasers, mortgagees, owners or workmen. Tenant shall not deny Landlord or Landlord's inspectors access to the space described in Tenant's notice, as Leased Property. Nor shall Tenant cause the Leased Property to be re-keyed without the prior written consent of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. Notwithstanding any assignment or subletting, Tenant Landlord and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay without providing Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant copies of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereundernew keys.
Appears in 1 contract
Samples: Commercial Lease
Assignment and Subletting. Without LandlordResident will not assign or sublet all or any portion of this Lease or Resident's right to occupy the Exclusive Space and Unit Common Area to anyone without the Owner's prior written consent. In order to request an assignment or sublease, Tenant shall not assign this Lease Resident may submit a request in writing on Owner's form. No assignment or sublease will be approved unless the Premises new resident and a guarantor, if applicable, is approved and executes all required documents. If assignment or any part thereof sublease are approved, Resident and assignee/sub-lessee must pay in advance a nonrefundable fee of $350.00. Resident's assignment or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of sublease will not release Resident from obligations under this Lease unless such ownership interests are publicly tradedOwner expressly agrees in writing to release Resident. Notwithstanding Unless required by law, Owner has no obligation to accept Resident's request for assignment or sublease or to find an acceptable assignee or sub-lessee. The Inspection Report and this Lease shall be executed in multiple copies, one for Tenant and one or more for Landlord. Upon request by the above, Landlord to Tenant may assign or sublet the Premisesto vacate, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), without the prior written consent of Landlord. Tenant shall reimburse Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with any assignment or sublease. Upon Landlord's receipt of Tenant's written notice of a desire to assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 five days after receipt of notice by the Landlord of Tenant's notice’s intent to vacate, terminate this Lease with respect Landlord shall make reasonable efforts to advise Tenant of Tenant’s right to be present at the space described in Tenant's notice, as Landlord’s inspection of the date specified in Tenant's notice Apartment for the commencement purpose of determining the amount of security deposit to be returned. If Tenant desires to be present when Landlord makes the inspection, Tenant shall so advise Landlord in writing who, in turn, shall notify Tenant of the proposed assignment or sublease. Notwithstanding any assignment or subletting, Tenant time and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment date of the rent and for compliance with all inspection, which must be made within 72 hours of Tenant's other obligations under this Lease (regardless delivery of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunderpossession.
Appears in 1 contract
Samples: Resident Lease Agreement
Assignment and Subletting. Without Landlord's prior written consentNotwithstanding any provision of this Sublease to the contrary, Tenant if Sublessor consents to a sublet, Sublessee shall pay to Sublessor on a monthly basis as additional Rent, on the date Base Rent is due, an amount equal to fifty percent (50%) of the amount by which the rent payable to Sublessee ("Subrent") under the sublease exceeds the rent due for the applicable portion of the Sublease Premises after deducting from the Subrent (A) the actual out-of pocket costs incurred by Sublessee for brokerage commissions and tenant concessions (which concessions are not reflected in the reduced Subrent) and (B) the costs of any additional improvements constructed by Sublessee in connection with the sublease (amortized on a straight line basis over the term of the sublease). Notwithstanding the foregoing, Sublessee may assign this Lease Sublease or sublease sublet any portion of the Sublease Premises without Sublessor's or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt Master Lessor's consent to do any of the foregoing shall be void and of no effect. For purposes of this paragraphfollowing (i) any corporation which controls, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, is controlled by Tenant or under common control with Tenant Sublessee; (ii) any corporation resulting from the merger or consolidation of Sublessee; and (iii) any person or entity which acquires all of the assets of Sublessee as a going concern of the business that is being conducted on the Sublease Premises (collectively, "Tenant Sublessee Affiliate"), without provided that such assignee assumes in full the prior written consent obligations of LandlordSublessee under the Sublease. Tenant shall reimburse Landlord for all Any right of Landlord's reasonable out-of-pocket expenses Sublessor or Master Lessor to terminate the Sublease or the Master Lease in connection with any response to a requested assignment or sublease. Upon Landlord's receipt subletting shall not apply to an assignment of Tenant's written notice the Sublease or a subletting of a desire to assign or sublet the Premises, or any part thereof (other than Sublease Premises to a Tenant Sublessee Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease with respect to . Sublessee shall have the space described same assignment and sublease rights and limitations as provided in Tenant's notice, as section 13.1 of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Master Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunder.
Appears in 1 contract
Assignment and Subletting. Without Landlord's prior written consent, Tenant shall not assign this Lease or sublease the Premises or any part thereof or mortgageassign, pledgetransfer, or hypothecate its the leasehold estate under this Lease, or any interest or grant any concession or license within the Premises therein, and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or not sublet the Premises, or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person or entity to occupy or use the Premises, or any entity controlling Tenantportion thereof, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate")without, without in each case, the prior written consent of Landlord which consent will not be unreasonably withheld. As a condition for granting this consent to any assignment, transfer, or subletting, Landlord may require that Tenant agrees to pay to Landlord, as additional rent, fifty percent (50%) of all rents or additional consideration received by Tenant from its assignees, transferees, or subtenants in excess of the rent payable by Tenant to Landlord hereunder provided, however, that before sharing such excess rent, Tenant shall first be entitled to recover from such excess rent the amount of any reasonable leasing commissions paid by Tenant to third parties not affiliated with Tenant. Tenant shall reimburse by thirty (30) days written notice, advise Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with any assignment or sublease. Upon Landlord's receipt of Tenant's written notice of a desire its intent to assign or transfer Tenant's interest in the Lease or sublet the Premises, Premises or any portion thereof for any part thereof of the term hereof. Within thirty (other than to a Tenant Affiliate)30) days after receipt of said written notice, Landlord may, by giving written notice in its sole discretion, elect to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease with respect as to the space portion of the Premises described in Tenant's notice, as of notice on the date specified in Tenant's notice for the commencement by giving written notice of the proposed assignment or subleasesuch election to terminate. Notwithstanding any assignment or sublettingIf no such notice to terminate is given to Tenant within said thirty (30) day period, Tenant may proceed to locate an acceptable sublessee, assignee, or other transferee for presentment to Landlord for Landlord's approval, all in accordance with the terms, covenants, and any guarantor or surety conditions of Tenant's obligations under this paragraph 16. If Tenant intends to sublet the entire Premises and Landlord elects to terminate this Lease, this Lease shall at all times remain fully responsible and liable for be terminated on the payment of the rent and for compliance with all of date specified in Tenant's other obligations under notice. If, however, this Lease (regardless shall terminate pursuant to the foregoing with respect to less than all the Premises, the rent, as defined and reserved hereinabove shall be adjusted on a pro rata basis to the number of whether Landlord's approval has been obtained square feet retained by Tenant, and this Lease as so amended shall continue in full force and effect. Notwithstanding the above, Landlord shall not have the right to terminate said Lease for any such assignments preauthorized sublet(s) or sublettings)assignment(s) as directed in Paragraph 46. In the event that Tenant is allowed to assign, transfer or sublet the rent due and payable by a sublessee whole or assignee (or a combination any part of the rental payable under such sublease Premises, with the prior written consent of Landlord, no assignee, transferee or assignment plus any bonus subtenant shall assign or other consideration therefor or incident thereto) exceeds the rental payable under transfer this Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether either in whole or in part) , or in sublet the event whole or any part of the mortgagePremises, pledgewithout also having obtained the prior written consent of Landlord which consent shall not be unreasonably withheld. A consent of Landlord to one assignment, transfer, hypothecation, subletting, occupation or hypothecation of use by any other person shall not release Tenant from any Tenant's leasehold interest obligations hereunder or grant be deemed to be a consent to any subsequent similar or dissimilar assignment, transfer, hypothecation, subletting, occupation or use by any other person. Any such assignment, transfer, hypothecation, subletting, occupation or use without such consent shall be void and shall constitute a breach of any concession or license within this Lease by Tenant and shall, at the Premises or if the Premises be occupied in whole or in part option of Landlord exercised by anyone other than written notice to Tenant, then upon terminate this Lease. The leasehold estate under this Lease shall not, nor shall any interest therein, be assignable for any purpose by operation of law without the written consent of Landlord which consent shall not be unreasonably withheld. As a default by Tenant hereunder condition to its consent, Landlord may collect rent from require Tenant to pay all expenses in connection with the assigneeassignment, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee and Landlord may require Tenant's assignee or licensee transferee (or other occupant andassignees or transferees) to assume in writing all of the obligations under this Lease and for Tenant to remain liable to Landlord under the Lease. Notwithstanding the above, except in no event will Landlord consent to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlorda sub-sublease. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunderSee Paragraph 46.
Appears in 1 contract
Samples: Lease Agreement (Pointcast Inc)
Assignment and Subletting. Without Landlord's ’s prior written consent, which consent shall not be unreasonably withheld for the first such assignment or subletting (see Addendum 1 below), Tenant shall not assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "“Tenant Affiliate"”), without the prior written consent of Landlord. Tenant shall reimburse Landlord for all of Landlord's ’s reasonable out-of-pocket expenses in connection with any assignment or sublease. Upon Landlord's ’s receipt of Tenant's ’s written notice of a desire to assign or sublet the Premises, or any part thereof (other than to a Tenant AffiliateAffiliate or a Permitted Assignee [defined below]), . Landlord may, by giving written notice to Tenant within 30 10 days after receipt of Tenant's ’s notice, terminate this Lease with respect to the space described in Tenant's ’s notice, as of the date specified in Tenant's ’s notice for the commencement of the proposed assignment or sublease. Notwithstanding anything contained herein to the contrary and provided no Event of Default has occurred and is continuing under this Lease, upon 10 days prior written notice to Landlord, Tenant may, without Landlord’s prior written consent, assign this Lease to an entity into which Tenant is merged or consolidated or to an entity to which substantially all of Tenant’s assets are transferred (a “Permitted Assignee”), provided (x) such merger, consolidation, or transfer of assets is for a good business purpose and not principally for the purpose of transferring Tenant’s leasehold estate, and (y) the assignee or successor entity has a net worth at least equal to the net worth of Tenant immediately prior to such merger, consolidation, or transfer. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's ’s obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's ’s other obligations under this Lease (regardless of whether Landlord's ’s approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's ’s leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party parry to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunder.
Appears in 1 contract
Assignment and Subletting. Without Landlord's prior written consentThis lease shall bind and inure to the benefit of the parties, their respective heirs, successors, and assigns, provided that Tenant shall not assign its interest under this Lease lease or sublease sublet all or any portion of the Premises without first obtaining Landlord’s consent in writing. No assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required by this lease, and no consent to one assignment or subletting shall be a consent to any further assignment or subletting. Landlord shall not unreasonably withhold, delay or condition its consent to any assignment or subletting provided the proposed Tenant is compatible with Landlord’s normal standards for the Building. Compatibility may or may not be based on a competitive use within the building. Landlord, in its reasonable discretion, shall make this determination. If an assignment or subletting is permitted, any cash profit, or the net value of any other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenant after subtracting Tenant’s reasonable costs in connection therewith, including, without limitation, reasonable broker commissions and attorneys’ fees, the cost of improvements made by Tenant to the Premises for the benefit of any such subtenant or assignee, and the unamortized cost of improvements paid for by Tenant. Tenant shall pay any costs incurred by Landlord in connection with a request for assignment or subletting (not to exceed $1,000), including reasonable attorneys’ fees. Notwithstanding anything to the contrary in the Lease, Tenant may, without Landlord’s prior written consent and without being subject to any recapture rights or bonus rent provisions, sublet the Premises or any part thereof assign the Lease to (a) a subsidiary, affiliate, division or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenantcorporation controlling, controlled by Tenant or under common control with Tenant, (b) a successor corporation related to Tenant (a "Tenant Affiliate")by merger, without the prior written consent of Landlord. Tenant shall reimburse Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with any assignment or sublease. Upon Landlord's receipt of Tenant's written notice of a desire to assign or sublet the Premisesconsolidation, nonbankruptcy reorganization, or any part thereof government action, or (other than to c) a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt purchaser of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with substantially all of Tenant's other obligations under this Lease ’s assets located in the Premises (regardless of whether Landlord's approval has been obtained for any such assignments or sublettingseach a “Permitted Assignee”). In the event that the rent due and payable by a sublessee A sale or assignee (transfer of Tenant’s capital stock shall not be deemed an assignment, subletting or a combination any other transfer of the rental payable under such sublease Lease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunderPremises.
Appears in 1 contract
Samples: Office Lease (Eschelon Telecom Inc)
Assignment and Subletting. Without Landlord's prior written consent, Tenant shall may not assign this Lease or sublease sublet the Demised Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises without Landlord’s prior written review and any attempt to do approval. Provided Tenant is not in default of any of its duties or obligations under this Lease, beyond the foregoing shall be void expiration of applicable grace, notice and of no effect. For purposes of this paragraphcure period, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding have the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), without the prior written consent of Landlord. Tenant shall reimburse Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with any assignment or sublease. Upon Landlord's receipt of Tenant's written notice of a desire right to assign or sublet the Demised Premises, without Landlord’s consent, to any parent, subsidiary or affiliate or in connection with any corporate merger, consolidation or sale of assets or stock of Tenant or any part thereof division of Tenant (“Permitted Transfer”). Tenant agrees to give Landlord advance notification and documentation of said Permitted Transfer. Provided Tenant is not in default of any of its duties or obligations under this Lease, beyond the expiration of applicable grace, notice and cure period, subject to Landlord’s prior written review and approval, not to be unreasonably withheld, delayed or conditioned, Tenant shall have the right to assign or sublet the Demised Premises to any creditworthy subtenant, whose credit, image and use is compatible with the location, rating and character of the Property in Landlord’s reasonable determination. In the event of any assignment or sublease, Tenant shall remain fully and primarily liable to Landlord for the payment of all rents and other charges, and for the full performance of the terms and obligations of this Lease. In the event of any assignment or sublease, if the rents and other charges required to be paid by the assignee or sublessee, exceeds the amounts reserved under this Lease, Tenant shall pay to Landlord the entire amount of such excess (net of Tenant’s reasonable assignment or subletting expenses, including without limitation, brokers’, architects’, engineers’, contractors’ and attorneys’ fees and construction costs), to be deemed as additional rent payable under this Lease. In the event of any proposed assignment or sublease for the entire Demised Premises, other than to a Tenant Affiliate)Permitted Transfer, Landlord mayshall have the right to terminate this Lease and recapture the Demised Premises, by giving written provided Landlord issues notice to Tenant of its intention to exercise its termination and recapture option, within 30 thirty (30) days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's ’s notice for the commencement of the proposed assignment or sublease. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunder.GREENWORKS MIP LEASE
Appears in 1 contract
Samples: Greenworks Molecular (Molecular Insight Pharmaceuticals, Inc.)
Assignment and Subletting. Without Landlord's prior written consent, Tenant shall not assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), without the prior written consent of Landlord. Tenant shall reimburse Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with any assignment or sublease. Upon Landlord's receipt of Tenant's written notice of a desire to assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgageemortgage, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunder.
Appears in 1 contract
Assignment and Subletting. Without Tenant shall have the right, subject to the requirement of obtaining Landlord's ’s prior written consent, Tenant shall such consent not to be unreasonably withheld, conditioned or delayed by Landlord, to assign this Lease or sublease sublet the Premises whole or any part thereof portion of the Premises, which assignment or mortgagesublease shall be only for the Permitted Uses, pledgeit being understood that Tenant shall, as additional rent, reimburse Landlord promptly for reasonable legal and other out of pocket expenses incurred by Landlord (or hypothecate its leasehold interest mortgagee) (not to exceed $500.00 per request) in connection with any request by Tenant for consent to assignment or grant any concession subletting. No assignment or license within subletting shall affect the Premises continuing primary liability of Tenant (which, following assignment, shall be joint and any attempt several with the assignee). Such consent by Landlord to do any of the foregoing in a specific instance shall be void reasonable and of no effectsubject to the provisions hereinafter provided. For purposes of this paragraphLandlord’s consent shall not be treated as having been withheld unreasonably if, a transfer in connection with any such proposed assignment or subletting: (i) the terms of the ownership interests controlling Tenant proposed assignment or subletting do not prohibit further assignments of the Lease or subletting of the Premises without the written consent of Landlord, the granting of which consent shall be deemed subject to the terms and conditions hereof, and in any event shall not be unreasonably withheld, conditioned or delayed; and (ii) in connection with an assignment of this Lease unless Lease, the assignee does not agree directly with Landlord, by written instrument in form reasonably satisfactory to Landlord, to be bound by all the obligations of Tenant thereafter arising hereunder including, without limitation, the covenant against further assignment and subletting without the written consent of Landlord, subject to the terms and conditions of this Section. Tenant hereby acknowledges and agrees that the foregoing is not intended to be an exclusive list of the reasons for which Landlord may reasonably withhold consent to a proposed request by Tenant for consent to assignment or subletting. No consent to any of the foregoing in a specific instance shall operate as waiver in any subsequent instance. If an assignment or subletting is proposed to be made and Landlord’s consent is required as hereinabove provided, Tenant shall give Landlord prior notice of such ownership interests are publicly tradedproposal, which such notice shall include such information (including creditworthiness information) as Landlord may reasonably request relative to facts which would bear upon the factors entering into the determination whether Landlord’s approval is to be granted, provided Landlord requests such information within ten (10) days of receipt of such notice from Tenant. Landlord shall respond to a request for consent within ten (10) days of Tenant’s request for consent. Notwithstanding any provision contained in this Lease to the abovecontrary, Tenant may assign no consent of Landlord (or sublet Landlord’s mortgagee) shall be required for A) the Premises, occupancy (including any assignment or any part thereof, to subletting as hereinafter provided) of the Premises by any entity controlling Tenantcontrolling, controlled by Tenant or under common control with Tenant from time to time (a "Tenant an “Affiliate"”), including, without limitation, Xxxxx & Xxxxxxxx Learning, or B) the prior written consent assignment of Landlord. Tenant shall reimburse Landlord for all this Lease or the subletting of Landlord's reasonable out-of-pocket expenses in connection with any assignment portion (or sublease. Upon Landlord's receipt the whole) of Tenant's written notice of a desire to assign or sublet the Premises, (i) to an Affiliate of Tenant, (ii) to a corporation or other entity into or with which Tenant has merged, been reorganized or been consolidated or to which substantially all of Tenant’s assets are transferred, (iii) to any corporation or other entity with which Tenant is otherwise affiliated (all of the foregoing hereinafter sometimes collectively shall be referred to as “Permitted Transfers”, and any person to whom any Permitted Transfer is made hereinafter sometimes shall be referred to as a “Permitted Transferee”). In any event, the following conditions shall apply: (x) the Security posted pursuant to Article 11 hereof shall remain in place; (y) such Permitted Transferee agrees directly with Landlord by written instrument to be bound by all of the obligations of Tenant thereafter arising hereunder, and (z) such Permitted Transferee under subsection (ii) shall have a net worth of at least equal to or greater than that of Tenant immediately prior to such merger, reorganization or transfer of assets; and in the event of any such assignment or subletting for which no consent by Landlord is required hereunder, Tenant shall not be obligated to share Rent Differential as hereinafter set forth. If this Lease shall be assigned, or if the Premises or any part thereof (hereof shall be sublet or occupied by any person other than to a Tenant Affiliate)Tenant, Landlord may, by giving written notice at any time and from time to Tenant within 30 days after receipt time, following an uncured, continuing Event of Tenant's noticeDefault, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the collect rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident theretoamounts due to Landlord hereunder) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee subtenant or licensee or occupant (other occupant and, except to the extent set forth in the preceding paragraph, than an Affiliate) and apply the net amount collected to the next annual Fixed Rent, additional rent payable hereunder; and all other charges herein reserved, but no such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction assignment, subletting, occupancy or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these the provisions of this Section 6.1.6, or acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the further performance of the terms, covenants and conditions of this Lease on the part of Tenant to be performed. In such event, after deducting Landlord’s share of the Rent Differential, equitably determined on a monthly basis, if applicable as hereinafter provided, Landlord agrees to remit to Tenant any excess on a month to month basis. If Landlord’s approval of a sublease or assignment is necessary and Landlord approves a sublease or assignment, and said sublease or assignment is for a total rental amount which on an annualized basis is greater than the Fixed Rent and additional rent due from Tenant to Landlord under this Lease, Tenant shall pay to Landlord, forthwith upon Tenant’s receipt of each installment of such excess rent, during the term of any approved sublease or assignment, as additional rent hereunder, in addition to the Fixed Rent and other payments due under this Lease, an amount equal to fifty percent (50%) of the positive excess between all Fixed Rent and additional rent received by Tenant under the sublease or assignment and the Fixed Rent and the additional rent due hereunder after Tenant has recouped, in full, its reasonable out-of-pocket expenses with respect to such sublease or assignment, including without limitation, reasonable real estate brokerage commissions, utilities expenses, reasonable legal fees, reasonable free rent, reasonable marketing costs and the reasonable costs of refurbishment of the Premises for such sublease or assignment (the “Rent Differential”). The Rent Differential shall not include the sales or rental proceeds received by Tenant in connection with the sale or lease of its covenantspersonal property to a proposed transferee. In the event the sublease is for less than the full Premises hereunder, dutiesthe rent payable by Tenant shall be proportionately adjusted in determining the excess (but all expenses to be recouped will be deducted) pro rated on a square foot basis. Anything contained in the foregoing provisions of this section to the contrary notwithstanding, neither Tenant nor any other person having interest in the possession, use, occupancy or obligations hereunder.utilization of the Premises shall enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of space in the Premises which provides for rental or other payment for such use, occupancy or utilization based, in whole or primarily on the net income or profits derived by any person from the Premises leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and any such purported lease, sublease, license, concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession use, occupancy or utilization of any part of the Premises;
Appears in 1 contract
Samples: Sublease Agreement (Demandware Inc)
Assignment and Subletting. Without Landlord's prior written consent, (a) Tenant shall not assign this Lease or sublease the Premises or any part thereof or assign, sublet, mortgage, pledgepledge or encumber this Lease, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part interest in the whole or in any portion thereof, to any entity controlling Tenant, controlled by Tenant directly or under common control with Tenant (a "Tenant Affiliate")indirectly, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. In the event of any assignment, sublease, mortgage, pledge or encumbrance, Tenant shall reimburse shall: (i) remain primarily liable for the performance of all terms of this Lease, (ii) pay all reasonable costs incurred by Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with such assignment, sublease or mortgage, including without limitation, Landlord’s attorneys’ fees (which costs and fees shall not exceed Two Thousand Dollars [$2,000.00] in the aggregate) and (iii) pay to Landlord fifty percent (50%) of any rental or any fees or charges received by Tenant in excess of the Annual Rental payable to Landlord hereunder as further rental under this Lease, after deducting all of Tenant’s actual and reasonable costs incurred in connection with such assignment or sublease, including brokerage commissions, legal fees, tenant improvement costs and free rent costs. Landlord’s consent to one assignment or sublease will not waive the requirement of its consent to any subsequent assignment or sublease as required herein. Any attempted assignment or sublease by Tenant in violation of the terms and conditions of this Section 23 shall be null and void. Upon Landlord's receipt by Landlord of an Assignment/Sublease Notice (hereinafter defined), which notice contains the material terms and conditions of such proposed sublease or assignment, Landlord shall have the option, within fifteen (15) days after its receipt of Tenant's written notice of a desire to assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's such notice, to terminate this Lease with respect to the space described in Tenant's notice, as portion of the date specified in Tenant's notice for Premises which Tenant proposes to sublet or assign (the commencement of “Proposed Space”), whereupon the proposed assignment parties hereto shall have no further rights or sublease. Notwithstanding liabilities with respect to the Proposed Space except as otherwise expressly set forth herein; provided, however, that such right to terminate the Lease shall not be applicable with respect to any assignment or subletting, sublease to a Qualified Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunderAffiliate.
Appears in 1 contract
Assignment and Subletting. Without Landlord's prior written consent, (a) Tenant shall not not, either voluntarily or by operation of law, assign all or any portion of this Lease Lease, nor sublet the Premises or sublease any part thereof, nor permit the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant to be occupied by any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by person other than Tenant or under common control with Tenant (a "Tenant Affiliate")Tenant's employees, without the prior written consent of Landlord. If Tenant desires to assign this lease or sublet the Premises or any part thereof, Tenant shall reimburse so notify Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with any at least sixty (60) days prior to the date on which Tenant desires to make such assignment or sublease, which notice shall contain all material terms of the proposed assignment or sublease and financial information regarding the proposed assignee or subtenant as a condition of such sublease or assignment, Landlord may require plans to verify compliance with Building and fire codes. Upon Landlord's receipt Landlord may assess a reasonable fee for review of Tenant's written notice of a desire such plans. If Tenant desires to assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate)this Lease, Landlord may, by giving written notice to Tenant shall have the option within 30 thirty (30) days after receipt of Tenant's notice, such notice to notify Tenant in writing that Landlord elects to terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice by Tenant for the commencement said assignment. If Tenant desires to sublet more than 50% of the RA of the Premises, Landlord shall have the option within thirty (30) days after receipt of such notice to notify Tenant in writing that Landlord elects to terminate this Lease as of the date specified by Tenant for such subletting. If Landlord fails to timely exercise the foregoing recapture right or if the requested sublease does not trigger a recapture right on behalf of Landlord, then Landlord shall have forty-five (45) days after receipt of such notice to notify Tenant whether Landlord consents to such an assignment or subletting. Landlord shall not unreasonably withhold or delay its consent to a subletting provided that (a) the sublessee under any such subletting shall be such person or entity as in the Landlord's judgment is of a character and engaged in a business such as is in keeping with the standards of the Park and its occupancy, (b) the sublessee shall have sufficient net worth to perform its obligations under its sublease, (c) the sublessee shall not be a (i) government or a governmental authority or a subdivision or an agency of any government or any governmental authority, (ii) a tenant of the Landlord elsewhere in the Park, (iii) an entity or person with whom the Landlord has negotiated (for purposes hereof, "negotiated" shall mean exchanging of written proposals, leases being prepared or drafts distributed and modified) for a proposed lease of space in the Park at any time during the six (6) month period prior to the receipt of said notice by the Landlord or (iv) competitor of Landlord and (d) the space so to be sublet shall be regular in shape. If Landlord fails to notify Tenant in writing of such election within said forty-five (45) day period, Landlord shall be deemed to have denied consent to such assignment or sublease. Notwithstanding any If Landlord consents to a sublease, Tenant shall provide, at its expense, direct access from the sublet space to a public corridor of the Building in accordance with plans and specifications approved by Landlord. No assignment or subletting, subletting by Tenant and shall relieve Tenant of any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether lease. Landlord's approval has been obtained for consent to any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such assignment, sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant transaction shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall not be deemed a waiver of these provisions consent to any other or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereundersubsequent transaction.
Appears in 1 contract
Assignment and Subletting. Without Landlord's prior written consent, Tenant shall not assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), without the prior written consent of Landlord. Tenant shall reimburse Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with any assignment or sublease. Upon Landlord's receipt of Tenant's written notice of a desire to assign or sublet substantially all of the PremisesPremises for substantially the balance of the Term, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. Notwithstanding anything to the contrary in the lease, but provided Tenant is not in default hereunder, the transactions described in this and the following sentence are not entered into for the primary purpose of avoiding Tenant's liability hereunder, and the Permitted Assignee has a net worth equal to or greater than Tenant as of the Commencement Date, Tenant may, without Landlord's prior written consent and without any participation by Landlord in assignment and subletting proceeds, sublet the Premises or assign the Lease to: (i) a subsidiary, affiliate, division or corporation controlled or under common control with Tenant; (ii) a successor corporation related to Tenant by merger, consolidation, nonbankruptcy reorganization, or government action; (iii) purchaser of substantially all of Tenant's assets located in the Premises (collectively, "Permitted Assignees"). For the purpose of this Lease, sale or transfer of Tenant's capital stock, including without limitation, a transfer in connection with the merger, consolidation or nonbankruptcy reorganization of Tenant and any sale through any public exchange, shall not be deemed an assignment, subletting, or any other transfer of the Lease or the Premises. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable paid to Tenant under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this LeaseLease (excluding the TI Amortization plus any additional funds Tenant contributes to relet the space), then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder fifty percent (50%) of all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunder.
Appears in 1 contract
Samples: Lease Agreement (Celerity Group Inc)
Assignment and Subletting. Without Landlord's prior written consent, which Landlord shall not unreasonably withhold, Tenant shall not assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraph, a transfer of the ownership interests controlling resulting in a change of control of Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly tradedtraded or if the transfer is caused by an initial public offering. Notwithstanding the above, occupancy of all or part of the Premises by parent, subsidiary, or affiliated companies of Tenant or of Tenant’s parent or of Tenant’s subsidiary shall not be deemed an assignment or subletting provided that such parent, subsidiary or affiliated companies were not formed as a subterfuge to avoid the obligations of this Article 17. Furthermore, without limiting the generality of the foregoing, Tenant may assign the Lease at any time, or sublet sublease all or part of the Premises, or any part thereofwithout receipt of Landlord’s consent, to any entity controlling which is con-trolled directly or indirectly by Tenant, controlled by Tenant or under common control with which entity con-trols, directly or indirectly, Tenant (a "“Tenant Affiliate"”), without or which owns or is owned by the prior written consent Tenant Affiliate, so long as such transaction was not entered into as a subterfuge to avoid the obligations and restrictions of Landlordthe Lease. Tenant shall reimburse Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with any assignment or subleasesublease in an amount not to exceed $1,500. Upon Landlord's receipt of Tenant's written notice of a desire to assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 15 days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. If Landlord so terminates the Lease, Landlord may enter into a lease directly with the proposed sublessee or assignee. Tenant may withdraw its notice to sublease or assign by notifying Landlord within 10 days after Landlord has given Tenant notice of such termination, in which case the Lease shall not terminate but shall continue. It shall be reasonable for the Landlord to withhold its consent to any assignment or sublease in any of the following instances: (i) an Event of Default has occurred and is continuing that would not be cured upon the proposed sublease or assignment; (ii) the assignee or sublessee does not have a net worth which is consistent with net worth of other tenant’s which Landlord is entering into leases with in the Project; (iii) the intended use of the Premises by the assignee or sublessee is not consistent with the use provision herein; (iv) the intended use of the Premises by the assignee or sublessee would materially increase the pedestrian or vehicular traffic to the Premises or the Project; (v) occupancy of the Premises by the assignee or sublessee would, in Landlord’s opinion, violate an agreement binding upon Landlord or the Project with regard to the identity of tenants, usage in the Project, or similar matters; (vi) the identity or business reputation of the assignee or sublessee will, in the good faith judgment of Landlord, tend to damage the goodwill or reputation of the Project; (vii) the assignment or sublet is to another tenant in the Project and is at rates which are below those charged by Landlord for comparable space in the Project and Landlord has space available in the Project to accommodate the tenant’s needs; (viii) in the case of a sublease, the subtenant has not acknowledged that the Lease controls over any inconsistent provision in the sublease; (ix) the proposed assignee or sublessee is a governmental agency; or (x) there is vacant space in the Project suitable for lease to the proposed sublessee or assignee. Tenant and Landlord acknowledge that each of the foregoing criteria are reasonable as of the date of execution of this Lease. The foregoing criteria shall not exclude any other reasonable basis for Landlord to refuse its consent to such assignment or sublease. Any approved assignment or sublease shall be expressly subject to the terms and conditions of this Lease. Tenant shall provide to Landlord all information concerning the assignee or sublessee as Landlord may request. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all fifty (50%) percent of such excess rental and other excess consideration (“Profit”) within 10 days following receipt of each month’s Profit thereof by Tenant. Profit shall be further defined to take into consideration all of Tenant’s costs in any assignment of subletting including but not limited to real estate commissions, legal fees, marketing costs, any improvement allowance or other economic concession (planning allowance, moving expenses, etc.), paid by Tenant to sublessee or assignee. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunder.
Appears in 1 contract
Samples: Lease Agreement (Viewsonic Corp)
Assignment and Subletting. Without Landlord's prior written consent, Tenant shall not assign this Lease or Lease, sublease the Premises or any part thereof or mortgage, pledgePremises, or hypothecate mortgage or pledge its leasehold interest or grant any concession or license within the Premises in this Lease without Landlord’s prior written consent, except as provided below, and any attempt to do any so shall be an immediate Event of Default. In determining whether to grant, delay or condition its consent, Landlord may consider whether the intended use would adversely impact the value of the foregoing Building, the use or operations of other tenants at the Project, or impair Landlord’s ability to lease other space in the Project. Tenant shall provide Landlord the proposed assignee or sublessee’s name, a description of its business, its financial information, and such other information as Landlord may reasonably request. Any approved assignment or sublease shall be void expressly subject to: (a) the terms and conditions of no effectthis Lease, and (b) revocable if there is an uncured Event of Default, either at the time of notice or as of the effective date of the assignment or sublease. In an Event of Default, Landlord may collect rent from any occupant of the Premises apply the amount collected to the next due installment of rent under this Lease. For purposes of this paragraphSection, a transfer of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership the interests are publicly traded. Notwithstanding the above, without Landlord’s consent, but with prior written notice to Landlord, Tenant may assign this Lease, or sublet the Premises, or any part thereof, Premises to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), without the prior written consent of Landlord. Tenant This Lease shall reimburse Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with any assignment or subleasebe binding upon Tenant’s successors and assigns. Upon Landlord's receipt of Tenant's written notice of a desire to assign this Lease, or sublet the Premises, or any part thereof Premises (other than to a Tenant Affiliate), Landlord may, may terminate this Lease with respect to the area of the Premises described in Tenant's notice by giving written notice to Tenant within 30 days after of Landlord’s receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment or subleasesuch request. Notwithstanding any assignment or sublettingsubletting (or any Landlord consent thereto), Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other ’s obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings)Lease. In the event that the rent Base Rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental Monthly Base Rent payable under this Lease, then Tenant shall be bound and obligated pay to pay Landlord as additional rent hereunder all 50% of such excess rental and other excess consideration within 10 30 days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunderreceipt.
Appears in 1 contract
Assignment and Subletting. (a) Without Landlord's prior written consentconsent (NOT TO BE UNREASONABLY WITHHELD OR DELAYED), Tenant shall not assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises (each being a "Transfer") and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraphParagraph 17, a transfer of the ownership interests controlling Tenant shall be deemed an assignment a Transfer of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), without the prior written consent of Landlord; provided, however, Tenant shall provide at least ten (10) days written notice prior to assigning this Lease to, or entering into any sublease with, any Tenant Affiliate. Tenant shall reimburse Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with any assignment or subleaseTransfer, other than to a Tenant Affiliate. Upon Landlord's receipt of Tenant's written notice of a desire to assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 thirty (30) days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such excess rental and other excess consideration within 10 days following receipt thereof by Tenant. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunder.
Appears in 1 contract
Samples: Lease Agreement (Interphase Corp)
Assignment and Subletting. Without LandlordSubtenant shall not mortgage, pledge, hypothecate, encumber or permit any lien to attach to this Sublease or Subtenant's interest in the Sublease Premises. Subtenant shall not assign this Sublease or sublet or license all or any portion of the Sublease Premises, or permit the occupancy or use of the Sublease Premises by any other person or entity other than its employees and contractors during the term of their employment or contracts with Subtenant (collectively referred to as "Transfers"), whether voluntarily, involuntarily or by operation of law, except in compliance with the Master Lease and with Sublandlord's prior written consent, Tenant which shall not assign this Lease or sublease the Premises or any part thereof or mortgagebe unreasonably withheld. Sublandlord's consent shall not be required for a Transfer to an Affiliate, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any as provided in section 15(d) of the foregoing Master Lease. Whether or not Sublandlord consents to a proposed Transfer, Subtenant shall be void pay Sublandlord's fees and expenses in reviewing and responding to such proposal, including, without limitation, reasonable fees of no effectSublandlord's attorneys, accountants, architects and consultants, within fifteen (15) days after written notice from Sublandlord. For purposes If Sublandlord consents to a Transfer, Subtenant shall pay to Sublandlord fifty percent (50%) of this paragraph, a transfer any "Transfer Premium" received by Subtenant in respect of such Transfer. "Transfer Premium" shall mean all rent or other consideration payable by the transferee under such Transfer which is in excess of the ownership interests controlling Tenant shall be deemed an assignment Base Rent payable by Subtenant under this Sublease, for the portion of this Lease unless the Sublease Premises that is applicable to such ownership interests are publicly traded. Notwithstanding the aboveTransfer, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), without the prior written consent of Landlord. Tenant shall reimburse Landlord for all of Landlordafter deducting Subtenant's reasonable out-of-pocket expenses for (a) brokerage commissions, marketing costs and legal expenses for such Transfer, and (b) Alterations to the Sublease Premises required in connection with any assignment the Transfer. "Transfer Premium" shall also include, but not be limited to, key money, bonus money, payment for assets or sublease. Upon Landlord's receipt of Tenant's written notice of a desire to assign or sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's notice, terminate this Lease with respect to the space described services in Tenant's notice, as excess of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. Notwithstanding any assignment or sublettingfair market value thereof, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds paid by the rental payable under this Lease, then Tenant transferee to Subtenant in connection with such Transfer. Consent to any Transfer shall be bound and obligated not constitute consent to pay Landlord as additional rent hereunder all such excess rental and any other excess consideration within 10 days following receipt thereof by TenantTransfer. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunder10.
Appears in 1 contract
Samples: Sublease Agreement (Deltagen Inc)
Assignment and Subletting. Without Landlord's prior written consent, which shall not be unreasonably withheld, conditioned or delayed, Tenant shall not assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. For purposes of this paragraphSection, a transfer of the majority of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the above, Tenant may assign or sublet the Premises, Premises or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"), without the prior written consent of Landlord but with prior written notice to Landlord, provided the assignee assumes, in full, the obligations of Tenant under this Lease and any such assignment or sublease shall not relieve Tenant of its obligations hereunder, and provided further that the Tenant Affiliate is utilizing the space for a similar operation as Tenant. Tenant shall reimburse Landlord for all of Landlord's reasonable out-of-pocket expenses in connection with any assignment or sublease. Upon Landlord's receipt of Tenant's written notice of a desire to assign the Lease or sublet the Premises, or any part thereof thereof, (provided that any such sublease is for all or substantially all of the entire remaining Term) (other than to a Tenant AffiliateAffiliate that is utilizing the space for a similar operation as Tenant), Landlord may, by giving written notice to Tenant within 30 thirty (30) days after receipt of Tenant's notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of the proposed assignment or sublease. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of the all rent and for compliance with all of Tenant's other obligations under this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). In the event that (a) the rent due and payable by a sublessee or assignee (or a combination of the rental rent payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds (b) the rental rent payable under this LeaseLease plus Tenant’s third-party costs actually and reasonably incurred in preparing the Premises for such assignee or sublessee, brokerage commissions and legal expenses, and any other third-party expense that is reasonable and not in excess of arms-length competitive prices paid in the Robbinsville, New Jersey market, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder fifty percent (50%) of all such excess rental rent and other excess consideration within 10 ten (10) days following receipt thereof by Tenant. Tenant expressly waives any right that it might have to retain such excess pursuant to the provisions of section 365(f) of the Bankruptcy Code. Landlord shall have the right to inspect and audit Tenant's books and records relating to any sublease, assignment or other transfer. If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, pledge or hypothecation of Tenant's leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder hereunder, Landlord may collect any rent due hereunder from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable due hereunder; and all such rentals rent collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of any rent due hereunder or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunder.
Appears in 1 contract
Samples: Lease Agreement (Systemax Inc)
