Common use of Affiliated Entity; Sale of Business Clause in Contracts

Affiliated Entity; Sale of Business. 21.4.1 Notwithstanding anything to the contrary in this Lease, so long as such transfer is not effectuated as part of a transaction or series of transfers orchestrated in order to effect a transfer of this Lease (or Tenant's interest herein) in isolation to Tenant's other leasehold interests and assets, Landlord's shall not unreasonably withhold its consent to any sublease, assignment or other transfer of this Lease to any other entity which (i) controls or is controlled by Tenant, or (ii) is controlled by Tenant's parent company, or (iii) which purchases all or substantially all of the assets of Tenant, or (iv) which purchases all or substantially all of the stock of Tenant or (v) which merges with Tenant pursuant to a valid statutory merger; provided, that (1) the assignee or sublessee is financially able to meet all of its obligations under the proposed assignment or sublease, and (2) in such event, (a) except in cases of statutory merger, in which case the surviving entity in the merger shall be liable as the Tenant under this Lease, Tenant shall continue to remain fully liable under the Lease, on a joint and several basis with the assignee or acquiror of such assets or stock, (b) the terms of any guaranty of this Lease shall remain in full force and effect, unmodified, and (c) following such sublease or assignment, Tenant shall continue to comply with all of its obligations under this Lease, including with respect to its Permitted Use of the Premises, as set forth in Section 4.1, above.

Affiliated Entity; Sale of Business. 21.4.1 Notwithstanding anything to the contrary in this Lease, so long as such transfer is not effectuated as part of a transaction or series of transfers orchestrated in order to effect a transfer of this Lease (or Tenant's ’s interest herein) in isolation to Tenant's ’s other leasehold interests and assets, Landlord's Landlord shall not unreasonably withhold its consent to any sublease, assignment or other transfer of this Lease to any other entity which (i) which controls or is controlled by Tenant, or (ii) which is controlled by under common control with Tenant's parent company, or (iii) which purchases all or substantially all of the assets of Tenant, or (iv) which purchases all or substantially all of the stock of Tenant or (v) which merges with Tenant pursuant to a valid statutory merger; provided, that (1) the assignee or sublessee is financially able to meet all of its obligations under the proposed assignment or sublease, and (2) in such event, (a) except in cases of statutory merger, in which case the surviving entity in the merger shall be liable as the Tenant under this Lease, Tenant shall continue to remain fully liable under the Lease, on a joint and several basis with the assignee or acquiror of such assets or stock, (b) the terms of any guaranty of this Lease shall remain in full force and effect, unmodified, and (c) following such sublease or assignment, Tenant or such assignee, as the case may be, shall continue to comply with all of its obligations under this Lease, including with respect to its Permitted Use of the Premises, as set forth in Section 4.1, above.

Affiliated Entity; Sale of Business. 21.4.1 Notwithstanding anything to the contrary in this Lease, so long as such transfer is not effectuated as part of a transaction or series of transfers orchestrated in order but subject to effect a transfer the last sentence of this Lease Section 21.4.1 and to Section 21.3.5, above, Tenant may (without triggering any recapture or Tenant's interest herein) termination option in isolation to Tenant's favor of Landlord, and without losing any other leasehold interests and assetsrenewal or expansion options, Landlord's shall not unreasonably withhold its consent to any sublease, assignment or other transfer of rights granted to Tenant under this Lease) assign this Lease or Isublet all or any portion of the Premises to any other entity which (i) which controls or is controlled by Tenant, or Iwhich is under common control with Tenant (any of the foregoing, an "Affiliate"), or (ii) is controlled by Tenant's parent companywhich purchases all or substantially all of the assets of Ten ant, or (iii) which purchases all or substantially all of the assets stock of Tenant, Ten ant or (iv) which purchases all or substantially all of the stock of Tenant or (v) which merges with Tenant pursuant to a valid statutory merger, or (v) which is then currently a division of Tenant operated out of the Building, which division is spun off by Tenant; provided, that (1) the assignee or sublessee is financially able to meet all xxxx of its obligations under the proposed assignment or subleaseassignment, and (2) in in· such event, (a) except in cases of statutory merger, in which case the surviving entity in the merger shall be liable as the Tenant under this Lease, Tenant and Guarantor shall continue to remain fully liable under the Lease, on a joint and several basis with the assignee assignee, sublessee or acquiror of such assets or stock, (b) the terms of any guaranty of this Lease shall remain in full force and effect, unmodified, and (c) following fOlloWIn,'g such sublease assignment or assignmentsublease, Tenant and/or such assignee/sublessee, as the case may be, shall continue to comply with all of its obligations under this Lease, including with respect to its Permitted Use of the Premises, as set forth in Section 4.1, above.. Clause 21.4.1(i) above to the contrary notwithstanding, if Tenant engages in a step transaction pursuant to which it assigns this Lease or subleases the Premises to an Affiliate and then transfers such Affiliate (or substantially all of its assets) to a third party other than as part of a transfer or spin off of the division or operation then 43

Affiliated Entity; Sale of Business. 21.4.1 11.4.1 Notwithstanding anything to the contrary in this Lease, so long as such transfer is not effectuated as part of a transaction or series of transfers orchestrated in order to effect a transfer of this Lease (or Tenant's interest herein) in isolation to Tenant's other leasehold interests and assets, Landlord's shall not unreasonably withhold its consent Tenant may assign this Lease or sublet all or part of the Premises to any sublease, assignment or other transfer of this Lease to any other entity which (i) which controls or is controlled by Tenant, or (ii) which is controlled by under common control with Tenant's parent company, or (iii) which purchases all or substantially all of the assets of Tenant, or (iv) which purchases all or substantially all of the stock of Tenant or (v) which merges with Tenant pursuant to a valid statutory merger; providedPROVIDED, that (1) the assignee or sublessee is solvent and is otherwise financially able to meet all of its obligations under the proposed assignment or sublease, and (2) in such event, (a) except in cases of statutory merger, in which case the surviving entity in the merger shall be liable as the Tenant under this Lease, Tenant shall continue to remain fully liable under the Lease, on a joint and several basis with the assignee or acquiror of such assets or stock, (b) the terms of any guaranty of this Lease shall remain in full force and effect, unmodified, and (c) following such sublease or assignment, Tenant or such assignee, as the case may be, shall continue to comply with all of its obligations under this Lease, including with respect to its Permitted Use of the Premises, as set forth in Section 4.1, above.

Affiliated Entity; Sale of Business. 21.4.1 Notwithstanding anything to the contrary in this Lease, so long as provided such transfer is not effectuated as part of a transaction or series of transfers orchestrated in order to effect a transfer of this Lease (or Tenant's ’s interest herein) in isolation to Tenant's ’s other leasehold interests and assets, Tenant may, without Landlord's shall not unreasonably withhold its ’s consent (but with contemporaneous notice to any Landlord), sublease, assignment assign or other otherwise transfer of this Lease to any other entity which (i) which controls or is controlled by Tenant, or (ii) which is controlled by under common control with Tenant's parent company, or (iii) which purchases all or substantially all of the assets of Tenant, or (iv) which purchases all or substantially all of the stock of Tenant or (v) which merges with Tenant pursuant to a valid statutory merger; provided, that (1) the assignee or sublessee is financially able to meet all of its obligations under the proposed assignment or sublease, and (2) in such event, (a) except in cases of statutory merger, in which case the surviving entity in the merger shall be liable as the Tenant under this Lease, Tenant shall continue to remain fully liable under the Lease, on a joint and several basis with the assignee or acquiror of such assets or stock, (b) the terms of any guaranty of this Lease shall remain in full force and effect, unmodified, and (c) following such sublease or assignment, Tenant or such assignee, as the case may be, shall continue to comply with all of its obligations under this Lease, including with respect to its Permitted Use of the Premises, as set forth in Section 4.1, above. Landlord shall not be entitled to any share of any Net Profits obtained in any assignment or sublease specifically permitted to be undertaken without Landlord consent under this Section 21.4.1.

Affiliated Entity; Sale of Business. 21.4.1 Notwithstanding anything to the contrary in this Lease, so long as such transfer is not effectuated as part of a transaction or series of transfers orchestrated in order to effect a transfer of this Lease (or Tenant's interest herein) in isolation to Tenant's other leasehold interests and assets, Tenant shall have the right without Landlord's shall not unreasonably withhold its consent to any sublease, assignment sublease the Premises or other transfer of assign this Lease to any other entity which (i) controls or is controlled by Tenant, or (ii) is controlled by Tenant's parent company, or (iii) which purchases all or substantially all of the assets of Tenant, or (iv) which purchases all or substantially all of the stock of Tenant or (v) which merges with Tenant pursuant to a valid statutory merger; provided, that (1) the assignee or sublessee is not rendered financially able unable to meet all of its obligations under the proposed assignment or subleasethis Lease, and (2) in such event, (a) except in cases of statutory merger, in which case the surviving entity in the merger shall be liable as the Tenant under this Lease, Tenant shall continue to remain fully liable under the Lease, on a joint and several basis with the assignee or acquiror of such assets or stock, and (b) the terms of any guaranty of this Lease shall remain in full force and effect, unmodified, and (c) following such sublease or assignment, Tenant shall continue to comply with all of its obligations under this Lease, including with respect to its Permitted Use of the Premises, as set forth in Section 4.1, above.