Common use of Assignment and Sale Clause in Contracts

Assignment and Sale. (a) In the event Tenant should desire to assign this Lease or sublet the Leased Premises or any part thereof, Tenant shall give Landlord written notice of such desire, together with financial information as to the proposed assignee or subtenant as required by Landlord to allow Landlord to determine the financial condition of such assignee or subtenant, at least fifteen (15) days in advance of the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of fifteen (15) days following receipt of such notice and financial information within which to notify Tenant in writing that (i) Landlord consents to such assignment or sublease, which consent shall not be unreasonably withheld, or delayed, or (ii) Landlord does not consent thereto provided, however, that Tenant may without prior written notice and consent from Landlord, assign this Lease or sublet all or part of the Leased Premises to any entity which controls, is controlled by, or is under common control with Tenant or any entity which is a successor to Tenant by acquisition, merger, or consolidation of or with Tenant (herein a "Permitted Assignee"). Upon request by Landlord, Tenant shall furnish to Landlord copies of its latest consolidated annual report together with quarterly income statements and balance sheet to date when such reports and financial statements have been publicly released. No assignment, subletting or other transfer, whether to a Permitted Assignee consented to by Landlord or not or otherwise permitted hereunder shall relieve the Tenant named herein of any liability hereunder for the obligations of the "Tenant". If an event of default occurs while the Leased Premises or any part thereof are assigned or sublet, then Landlord, in addition to any other remedies herein provided, or provided by law, may collect directly from such Transferee all rents payable to the Tenant and apply such rent against any sum due Landlord hereunder. No such collection shall be construed to constitute a novation or a releas of Tenant from the further performance of Tenant's obligations hereunder. (b) Landlord shall have the continuing right at any time to sell or convey the Leased Premises and Landlord's rights under this Lease, and nothing herein contained shall be construed as restricting such rights of Landlord. In the event Landlord should hereafter sell or convey the Leased Premises to a third party or parties, such party or parties shall acquire the Leased Premises subject to the terms and provisions of this Lease and shall be subrogated to all of the rights and privileges of Landlord hereunder, and Landlord shall thereupon be completely relieved and discharged from all duties and obligations herein imposed upon Landlord which accrue after the effective date of such conveyance; provided that such transferee of Landlord shall have assumed all of Landlord's duties and obligations which accrue under this Lease after such date. (c) If this Lease is assigned to any person or entity pursuant to the provisions of the Bankruptcy Code, 11 U.S.C. Section 101 et. seq. (the "Bankruptcy Code"), any and all monies or other consideration payable or otherwise to be delivered in connection with such assignment shall be paid or delivered to Landlord, shall be and remain the exclusive property of Landlord and shall not constitute property of Tenant or of the estate of Tenant within the meaning of the Bankruptcy Code. Any and all monies or other considerations constituting Landlord's property under the preceding sentence not paid or delivered to Landlord shall be held in trust for the benefit of Landlord and be promptly paid or delivered to Landlord. (d) Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code, shall be deemed, without further act or deed, to have assumed all of the obligations arising under this Lease on and after the date of such assignment. Any such assignee shall upon demand execute and deliver to Landlord an instrument confirming such assumption.

Assignment and Sale. (a) 9.1 Licensor agrees not to transfer or assign its interest in this License Agreement, except to Xxxxx X. Xxxxxx and/or Xxxxxxx Xxxx Xxxxx , without the prior written consent of the Licensee. If Licensor transfers this License Agreement to Xxxxx X. Xxxxxx and/or Xxxxxxx Xxxx Xxxxx, Xxxxx X. Xxxxxx and/or Xxxxxxx Xxxx Xxxxx shall be equally bound to Licensor’s obligations to the Licensee as defined in this License Agreement. 9.2 In the event Tenant should desire Licensor desires to assign this Lease or sublet the Leased Premises all or any part thereofof its rights, Tenant privileges and interests under this License Agreement, Licensor shall give Landlord written notice first offer (“Right of First Offer”) such desireassignment to Licensee by notifying Licensee in writing of the terms and conditions upon which Licensor would be willing to make such an assignment; and Licensee shall have the right to acquire said rights, together privileges and interests of Licensor by accepting the offer in accordance with financial information as to the proposed assignee said terms and conditions or subtenant as required by Landlord to allow Landlord to determine the financial condition of such assignee or subtenant, at least equivalent cash. If within fifteen (15) days in advance after receipt of Licensor’s notice, Licensee advises Licensor of its acceptance of the date offer as stated in the notice, Licensor agrees to promptly make the assignment to Licensee on which Tenant desires the stated terms and conditions and shall have an additional thirty (30) business days, if the assignment price is less than $1 Million Dollars and sixty (60) days if the assignment price is over $1 Million Dollars, to make such assignment or sublease. Landlord shall then have a period of pay for the same with delivery against payment. 9.3 If within fifteen (15) days following after receipt of such notice Licensor’s notice, Licensee does not indicate its acceptance of the offer as stated in the notice, Licensor shall thereafter have the right, subject to the prior written consent of Licensee, to make the assignment to another person, firm or corporation on the same terms and financial information within which to notify Tenant conditions as stated in writing that (i) Landlord consents to such the notice. Should the Licensee not exercise its Right of First Offer and should the contemplated assignment or sublease, which consent shall not be unreasonably withheldcompleted within ninety (90) days from the date of Licensor’s notice, or delayedshould the terms and conditions thereof be altered in any way, this Right of First Offer shall be reinstated in any subsequent proposed assignment, or (ii) Landlord does not consent thereto provided, however, that Tenant may without prior written notice the altered terms and consent from Landlord, assign this Lease or sublet all or part of the Leased Premises to any entity which controls, is controlled by, or is under common control with Tenant or any entity which is a successor to Tenant by acquisition, merger, or consolidation of or with Tenant (herein a "Permitted Assignee"). Upon request by Landlord, Tenant shall furnish to Landlord copies of its latest consolidated annual report together with quarterly income statements and balance sheet to date when such reports and financial statements have been publicly released. No assignment, subletting or other transfer, whether to a Permitted Assignee consented to by Landlord or not or otherwise permitted hereunder shall relieve the Tenant named herein of any liability hereunder conditions for the obligations current transaction, must again be offered by Licensor in accordance with the terms of the "Tenant". If an event of default occurs while the Leased Premises or any part thereof are assigned or sublet, then Landlord, in addition to any other remedies herein provided, or provided by law, may collect directly from such Transferee all rents payable to the Tenant and apply such rent against any sum due Landlord hereunder. No such collection shall be construed to constitute a novation or a releas of Tenant from the further performance of Tenant's obligations hereunderParagraph 9.2. (b) Landlord 9.4 Immediately prior to Licensor going into bankruptcy, Licensee shall have the continuing right a Right of First Offer on any of Licensor’s assets at any time fair market value. 9.5 It is hereby agreed that prior to sell or convey the Leased Premises and Landlord's rights under this Lease, and nothing herein contained shall be construed as restricting such rights of Landlord. In the event Landlord should hereafter sell or convey the Leased Premises sale to a third party or partiescontemplated pursuant to Paragraphs 9.1 and 9.2 above, such party or parties the purchaser shall acquire the Leased Premises subject agree to be bound by the terms and provisions of this Lease License Agreement and shall be subrogated to assume all of Licensor’s obligations to Licensee thereunder. 9.6 Licensee shall have the rights and privileges of Landlord hereunderright to transfer and/or assign this License Agreement by providing written notice to Licensor, and Landlord shall thereupon be completely relieved and discharged from all duties and obligations herein imposed upon Landlord which accrue after the effective date of such conveyance; provided that such transferee of Landlord shall have assumed all of Landlord's duties and obligations which accrue Licensee is in good standing under this Lease after such date. (c) If this Lease is assigned License Agreement and the transferee or assignee assumes all obligations of Licensee to any person or entity pursuant to the provisions of the Bankruptcy Code, 11 U.S.C. Section 101 et. seq. (the "Bankruptcy Code"), any and all monies or other consideration payable or otherwise to be delivered in connection with such assignment shall be paid or delivered to Landlord, shall be and remain the exclusive property of Landlord and shall not constitute property of Tenant or of the estate of Tenant within the meaning of the Bankruptcy Code. Any and all monies or other considerations constituting Landlord's property under the preceding sentence not paid or delivered to Landlord shall be held in trust for the benefit of Landlord and be promptly paid or delivered to Landlord. (d) Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code, shall be deemed, without further act or deed, to have assumed all of the obligations arising Licensor under this Lease on and after the date of such assignment. Any such assignee shall upon demand execute and deliver to Landlord an instrument confirming such assumptionLicense Agreement.

Assignment and Sale. Lxxx agrees to assign the Lease to Purchaser and to sell and convey the Property to Purchaser, and Purchaser agrees to assume the Lease and to purchase the Property from Lxxx, on the terms and conditions provided in this Agreement. Alternatively, if agreed on by all of the parties to this Agreement, the Purchaser may enter into a new lease with the Development Authority for the Land in lieu of assignment of the Lease, in which case, Lxxx will sell and convey the Property, other than the Lease, pursuant to the terms of this Agreement and also terminate the Lease at the time of execution of the new lease and conveyance of the Property, other than the Lease, pursuant hereto at Closing. The parties will also enter into a bill of sale for specific Personal Property that Purchaser is purchasing from Seller as identified on that bill of sale. The Purchaser is also assuming all obligations under the Assigned Contracts and the Non-Land Leases, which assignment and assumption will be evidenced by the parties executing a document at Closing for the assumption by Purchaser of the Assigned Contracts and Non-Land Leases set forth on Schedule 1.1. The Seller shall provide to Purchaser a list of assets relating to the cryptocurrency mining operation that will not be purchased as Schedule 2, attached hereto and incorporated herein by this reference (“Excluded Assets”). (a) In the event Tenant should desire to assign this Lease or sublet the Leased Premises or any part thereof, Tenant shall give Landlord written notice of such desire, together with financial information as Upon and subject to the proposed assignee or subtenant as required by Landlord terms and conditions contained herein, and subject to allow Landlord to determine the financial condition of such assignee or subtenantSection 1(b), at least fifteen the Closing, Purchaser hereby agrees to assume and to pay, perform, and discharge when due the following, and only the following, liabilities of Lxxx arising from and after the Closing Date (15) days in advance of collectively, the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of fifteen (15) days following receipt of such notice and financial information within which to notify Tenant in writing that “Assumed Liabilities”): (i) Landlord consents the liabilities of Lxxx arising under the Lease to such assignment or sublease, which consent shall not be unreasonably withheld, or delayed, or the extent arising after the Closing; and (ii) Landlord does the liabilities arising under the Assigned Contracts and Non-Land Leases that, by the terms of such Assigned Contracts and Non-Land Leases, arise after the Closing, relate solely to periods following the Closing and are to be observed, paid, performed or discharged, as the case may be, in each case at any time after the Closing Date, but only to the extent that such liabilities do not consent thereto provided, however, that Tenant may without prior written notice and consent arise from Landlord, assign or relate to: (A) any breach of or default by Seller under this Lease or sublet all or part of the Leased Premises to any entity which controls, is controlled by, or is under common control with Tenant Agreement or any entity which is Assigned Contracts and Non-Land Leases; (B) any violation or claim of a successor to Tenant by acquisition, merger, violation (or consolidation of or with Tenant (herein a "Permitted Assignee"). Upon request by Landlord, Tenant shall furnish to Landlord copies of its latest consolidated annual report together with quarterly income statements and balance sheet to date when such reports and financial statements have been publicly released. No assignment, subletting or other transfer, whether to a Permitted Assignee consented to by Landlord or not or otherwise permitted hereunder shall relieve the Tenant named herein alleged violation) of any liability hereunder for the obligations of the "Tenant". If an event of default occurs while the Leased Premises Law by Seller; or (C) any part thereof are assigned or sublet, then Landlord, in addition to any other remedies herein provided, or provided by law, may collect directly from such Transferee all rents payable to the Tenant and apply such rent against any sum due Landlord hereunder. No such collection shall be construed to constitute a novation or a releas of Tenant from the further performance of Tenant's obligations hereunderRetained Liability. (b) Landlord shall have the continuing right at any time to sell or convey the Leased Premises and Landlord's rights under this LeasePurchaser will not assume, and nothing herein contained shall be construed as restricting such rights of Landlord. In the event Landlord should hereafter sell Purchaser will have no liability for, any liabilities, Taxes (including all Taxes, whether assessed or convey the Leased Premises to a third party or parties, such party or parties shall acquire the Leased Premises subject unassessed applicable to the terms and provisions cryptocurrency mining facility, the Land or any of this Lease and shall be subrogated the Property, in each case attributable to all pre-Closing tax periods prior to the Closing) (collectively, “Pre-Closing Taxes”) or contracts of Seller of any kind, character or description, other than the rights and privileges Assumed Liabilities (collectively, the “Retained Liabilities”); it being understood that Purchaser is expressly disclaiming any express or implied assumption of Landlord hereunder, and Landlord shall thereupon be completely relieved and discharged from all duties and obligations herein imposed upon Landlord which accrue after the effective date of such conveyance; provided that such transferee of Landlord shall have assumed all of Landlord's duties and obligations which accrue under this Lease after such dateany Retained Liabilities. (c) If this Lease is assigned to any person or entity pursuant to The Assumed Liabilities and the provisions of Retained Liabilities will survive the Bankruptcy Code, 11 U.S.C. Section 101 etClosing. seq. (the IF " DOCVARIABLE "Bankruptcy CodeSWDocIDLocation" 1" = "), any and all monies or other consideration payable or otherwise to be delivered in connection with such assignment shall be paid or delivered to Landlord, shall be and remain the exclusive property of Landlord and shall not constitute property of Tenant or of the estate of Tenant within the meaning of the Bankruptcy Code. Any and all monies or other considerations constituting Landlord's property under the preceding sentence not paid or delivered to Landlord shall be held in trust for the benefit of Landlord and be promptly paid or delivered to Landlord. (d) Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code, shall be deemed, without further act or deed, to have assumed all of the obligations arising under this Lease on and after the date of such assignment. Any such assignee shall upon demand execute and deliver to Landlord an instrument confirming such assumption.1" " DOCPROPERTY "SWDocID" 4858-7384-8369v5 2954978-000007 09/08/2022" "" 4858-7384-8369v5 2954978-000007 09/08/2022

Assignment and Sale. EXHIBIT 10.43 (a) In the event Tenant should desire to assign this Lease or sublet the Leased Premises or any part thereof, Tenant shall give Landlord written notice of such desire, together with financial information as to the proposed assignee or subtenant as required by Landlord to allow Landlord to determine the financial condition of such assignee or subtenant, at least fifteen (15) days in advance of the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of fifteen (15) days following receipt of such notice and financial information within which to notify Tenant in writing that (i) Landlord consents to such assignment or sublease, which consent shall not be unreasonably withheld, or delayed, or (ii) Landlord does not consent thereto provided, however, that Tenant may without prior written notice and consent from Landlord, assign this Lease or sublet all or part of the Leased Premises to any entity which controls, is controlled by, or is under common control with Tenant or any entity which is a successor to Tenant by acquisition, merger, or consolidation of or with Tenant (herein a "Permitted Assignee"). Upon request by Landlord, Tenant shall furnish to Landlord copies of its latest consolidated annual report together with quarterly income statements and balance sheet to date when such reports and financial statements have been publicly released. No assignment, subletting or other transfer, whether to a Permitted Assignee consented to by Landlord or not or otherwise permitted hereunder shall relieve the Tenant named herein of any liability hereunder for the obligations of the "Tenant". If an event of default occurs while the Leased Premises or any part thereof are assigned or sublet, then Landlord, in addition to any other remedies herein provided, or provided by law, may collect directly from such Transferee all rents payable to the Tenant and apply such rent against any sum due Landlord hereunder. No such collection shall be construed to constitute a novation or a releas release of Tenant from the further performance of Tenant's obligations hereunder. (b) Landlord shall have the continuing right at any time to sell or convey the Leased Premises and Landlord's rights under this Lease, and nothing herein contained shall be construed as restricting such rights of Landlord. In the event Landlord should hereafter sell or convey the Leased Premises to a third party or parties, such party or parties shall acquire the Leased Premises subject to the terms and provisions of this Lease and shall be subrogated to all of the rights and privileges of Landlord hereunder, and Landlord shall thereupon be completely relieved and discharged from all duties and obligations herein imposed upon Landlord which accrue after the effective date of such conveyance; provided that such transferee of Landlord shall have assumed all of Landlord's duties and obligations which accrue under this Lease after such date. (c) If this Lease is assigned to any person or entity pursuant to the provisions of the Bankruptcy Code, 11 U.S.C. Section ss. 101 et. seq. (the "Bankruptcy Code"), any and all monies or other consideration payable or otherwise to be delivered in connection with such assignment shall be paid or delivered to Landlord, shall be and remain the exclusive property of Landlord and shall not constitute property of Tenant or of the estate of Tenant within the meaning of the Bankruptcy Code. Any and all monies or other considerations constituting Landlord's property under the preceding sentence not paid or delivered to Landlord shall be held in trust for the benefit of Landlord and be promptly paid or delivered to Landlord. (d) Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code, shall be deemed, without further act or deed, to have assumed all of the EXHIBIT 10.43 obligations arising under this Lease on and after the date of such assignment. Any such assignee shall upon demand execute and deliver to Landlord an instrument confirming such assumption.

Assignment and Sale. (a) In the event Tenant should desire to assign this Lease or sublet the Leased Premises or any part thereofAgent, Tenant shall give Landlord written notice of such desire, together with financial information as to the proposed assignee or subtenant as required by Landlord to allow Landlord to determine the financial condition of such assignee or subtenant, at least fifteen (15) days in advance of the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of fifteen (15) days following receipt of such notice and financial information within which to notify Tenant in writing that (i) Landlord consents to such assignment or sublease, which consent shall not be unreasonably withheld, or delayed, or (ii) Landlord does not consent thereto provided, however, that Tenant may without prior written notice and consent from Landlord, assign this Lease or sublet all or part of the Leased Premises to any entity which controls, is controlled by, or is under common control with Tenant or any entity which is a successor to Tenant by acquisition, merger, or consolidation of or with Tenant (herein a "Permitted Assignee"). Upon request by Landlord, Tenant shall furnish to Landlord copies of its latest consolidated annual report together with quarterly income statements and balance sheet to date when such reports and financial statements have been publicly released. No assignment, subletting or other transfer, whether to a Permitted Assignee consented to by Landlord or not or otherwise permitted hereunder shall relieve the Tenant named herein of any liability hereunder for the obligations of the "Tenant". If an event of default occurs while the Leased Premises or any part thereof are assigned or sublet, then Landlord, in addition to any other remedies herein provided, or provided by law, may collect directly from such Transferee all rents payable to the Tenant and apply such rent against any sum due Landlord hereunder. No such collection shall be construed to constitute a novation or a releas of Tenant from the further performance of Tenant's obligations hereunder. (b) Landlord shall have the continuing right at any time to sell or convey the Leased Premises and Landlord's rights under this Lease, and nothing herein contained shall be construed as restricting such rights of Landlord. In the event Landlord should hereafter sell or convey the Leased Premises to a third party or parties, such party or parties shall acquire the Leased Premises subject to the terms and provisions of this Lease and shall be subrogated to all of the rights and privileges of Landlord hereunder, and Landlord shall thereupon be completely relieved and discharged from all duties and obligations herein imposed upon Landlord which accrue after the effective date of such conveyance; provided that such transferee of Landlord shall have assumed all of Landlord's duties and obligations which accrue under this Lease after such date. (c) If this Lease is assigned to any person or entity pursuant to the provisions of the Bankruptcy Code, 11 U.S.C. Section 101 et. seq. (the "Bankruptcy Code"), any and all monies or other consideration payable or otherwise to be delivered in connection with such assignment shall be paid or delivered to Landlord, shall be and remain the exclusive property of Landlord and shall not constitute property of Tenant or of the estate of Tenant within the meaning of the Bankruptcy Code. Any and all monies or other considerations constituting Landlord's property under the preceding sentence not paid or delivered to Landlord shall be held in trust for the benefit of Landlord the Lenders, hereby purchases from Borrower, and Borrower hereby assigns and sells to the Agent, for the benefit of the Lenders, as absolute owner, Borrower's entire interest in such of its currently outstanding Approved Receivables as are detailed and attached as Exhibit A to this Agreement, as well as its future Approved Receivables represented by Invoices Borrower delivers to Agent, for the benefit of the Lenders. Borrower acknowledges that the Approved Receivables listed on Exhibit A are not now, nor have they ever been declared to be promptly paid in default. The total outstanding Face Amount of Approved Receivables purchased by the Lender will never exceed $6,000,000 (the “Facility Limit”), unless agreed to by the Majority Lenders. Borrower, Agent and Lenders agree that: (a) Borrower will submit to Agent all Invoices representing receivables arising from all sales of goods or delivered rendering of services to Landlord. Customers for the Agent’s determination of acceptability as Approved Receivables; (b) the transactions contemplated by this Agreement are account purchase transactions; (c) the Approved Receivables are purchased by Agent, for the benefit of the Lenders, from Borrower at a discount; (d) Any person the purchase and sale of the Approved Receivables vests absolute right, title and ownership of such Approved Receivables together with all benefits of ownership, including servicing rights and rights to verify Approved Receivables with Customers, in Agent, for the benefit of the Lenders; and (e) the Borrower has no right to reacquire, redeem, or entity to which this Lease is assigned pursuant otherwise obtain title to the provisions Approved Receivables or any proceeds thereof. Borrower further sells and assigns to Agent, for the benefit of the Bankruptcy CodeLenders, shall be deemed, without further act or deed, to have assumed all of Borrower’s rights as an unpaid vendor, lienor, or lienholder, all of its related rights of stoppage in transit, replevin and reclamation, and rights against third parties (all of which will constitute part of the obligations arising under this Lease on Approved Receivables), and after agrees to cooperate with Agent and the date Lenders in their exercise of such assignmentthese rights. Any such assignee shall upon demand Borrower, Agent and the Lenders agree to execute and deliver such further instruments, documents and endorsements as may be necessary to Landlord an instrument confirming such assumptionaccomplish the sales and purchases described herein and to carry out the purposes of this Agreement.

Assignment and Sale. 2.1.1 Seller agrees to offer for sale to FSW all of its Accounts and FSW may purchase, at FSW’s offices in Phoenix, Arizona, those Accounts as are acceptable to FSW, in its sole and absolute discretion. FSW shall have no obligation to purchase any Account from Seller which it does not approve and accept. FSW reserves the right to reject an Account regardless of whether FSW may have purchased the Accounts of a particular Customer in the past. 2.1.2 Accounts shall be offered by Seller to FSW through the Online Reporting Service or upon forms as may be provided by FSW, accompanied by original or copies of invoices therefor (a) In the event Tenant should desire to assign this Lease or sublet the Leased Premises or any part thereof, Tenant shall give Landlord written notice of such desireas FSW may request), together with financial information satisfactory evidence of shipping or proof of delivery or performance of services, and other documents as FSW may from time to time require. FSW may elect not to deem an Account an Eligible Account until Seller furnishes all requested supporting documentation for such Account. 2.1.3 Upon acceptance in writing of the purchase and assignment of an Account by a duly authorized agent of FSW, which acceptance may be indicated through the Online Reporting Service, said assignment shall vest full, absolute and irrevocable title and ownership to said Account in FSW, as the sole and absolute owner thereof, together with the Proceeds thereof and Seller’s title to the proposed assignee or subtenant as required by Landlord to allow Landlord to determine goods represented thereby. As the financial condition of such assignee or subtenant, at least fifteen (15) days in advance full and sole owner of the date on which Tenant desires to make such assignment or sublease. Landlord shall then have a period of fifteen (15) days following receipt of such notice and financial information within which to notify Tenant in writing that (i) Landlord consents to such assignment or subleaseAccount, which consent shall not be unreasonably withheld, or delayed, or (ii) Landlord does not consent thereto provided, however, that Tenant may without prior written notice and consent from Landlord, assign this Lease or sublet all or part of the Leased Premises to any entity which controls, is controlled by, or is under common control with Tenant or any entity which is a successor to Tenant by acquisition, merger, or consolidation of or with Tenant (herein a "Permitted Assignee"). Upon request by Landlord, Tenant shall furnish to Landlord copies of its latest consolidated annual report together with quarterly income statements and balance sheet to date when such reports and financial statements have been publicly released. No assignment, subletting or other transfer, whether to a Permitted Assignee consented to by Landlord or not or otherwise permitted hereunder shall relieve the Tenant named herein of any liability hereunder for the obligations of the "Tenant". If an event of default occurs while the Leased Premises or any part thereof are assigned or sublet, then Landlord, in addition to any other remedies herein provided, or provided by law, may collect directly from such Transferee all rents payable to the Tenant and apply such rent against any sum due Landlord hereunder. No such collection FSW shall be construed to constitute a novation or a releas of Tenant from the further performance of Tenant's obligations hereunder. (b) Landlord shall have the continuing right at any time to sell or convey the Leased Premises and Landlord's rights under this Lease, and nothing herein contained shall be construed as restricting such rights of Landlord. In the event Landlord should hereafter sell or convey the Leased Premises to a third party or parties, such party or parties shall acquire the Leased Premises subject to the terms and provisions of this Lease and shall be subrogated entitled to all of the rights ownership, title, rights, or guarantees which Seller possessed with respect thereto and privileges with respect to the goods represented thereby, including without limitation, the right to stoppage in transit, reclamation or replevin of Landlord hereunderthe goods, the right to the goods which may be rejected, returned, or reconsigned and in and to any new Account created through the resale or exchange of those goods, the right to file in the name of Seller or FSW materialmen’s liens and claims under any payment bond, and Landlord shall thereupon be completely relieved and discharged from all duties and obligations herein imposed upon Landlord which accrue after the effective date right to contact Customers at any time for the purpose of such conveyance; provided that such transferee verifying any information relating to any Account in the name of Landlord Seller or FSW, without notice to or further consent of Seller. Seller shall have assumed all no right or power to modify, change or alter the terms, price or other conditions of Landlord's duties and obligations which accrue under this Lease after such dateany Account, without first obtaining the prior written approval of FSW. (c) If this Lease is assigned 2.1.4 Notwithstanding the foregoing, FSW may elect to only purchase Accounts of either Seller, so long as, before and after that purchase, the unpaid balance of the Accounts does not exceed, before and after that purchase, the Maximum Amount; notwithstanding the foregoing, nothing contained herein shall be deemed to constitute a commitment by FSW to purchase any person or entity amount of Accounts from Seller. FSW shall have a first priority security interest in all Accounts not purchased by FSW and such Accounts shall be paid directly to FSW pursuant to Section 2.1.6. 2.1.5 It is specifically understood and agreed that notwithstanding the provisions foregoing, FSW shall not as a result of the Bankruptcy Codepurchasing those Accounts, 11 U.S.C. Section 101 et. seq. (the "Bankruptcy Code")either expressly or impliedly, be deemed to have assumed any liability or obligation which Seller may now or at any time hereafter have to its Customers, and each Seller shall indemnify, defend and hold FSW harmless from any and all monies or other consideration payable or otherwise liability with respect thereto. 2.1.6 Each Customer of an Account may be notified in writing that its Account has been sold and assigned to FSW and that all payments on said Account shall be made only to FSW. Such Notification shall be done in a manner as FSW shall reasonably prescribe from time to time. 2.1.7 The Parties intend that the sale of the Accounts hereunder be deemed to be delivered in connection with such assignment shall a true sale and not a financing arrangement and that the Accounts will not be paid or delivered to Landlord, shall be and remain the exclusive property of Landlord and shall not constitute property Seller’s bankruptcy estate, in the event of Tenant or of the estate of Tenant within the meaning of the Bankruptcy Code. Any and all monies or other considerations constituting Landlord's property under the preceding sentence not paid or delivered to Landlord shall be held in trust for the benefit of Landlord and be promptly paid or delivered to LandlordSeller’s bankruptcy. (d) Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code, shall be deemed, without further act or deed, to have assumed all of the obligations arising under this Lease on and after the date of such assignment. Any such assignee shall upon demand execute and deliver to Landlord an instrument confirming such assumption.

Assignment and Sale. (a) 8.1 Licensor agrees not to transfer or assign its interest in this License Agreement without the prior written consent of the Licensee. If Licensor transfers this License Agreement, the transferor shall be equally bound to Licensor’s obligations to the Licensee as defined in this License Agreement. 8.2 In the event Tenant should desire Licensor desires to assign this Lease or sublet the Leased Premises all or any part thereofof its rights, Tenant privileges and interests under this License Agreement, Licensor shall give Landlord written notice first offer (“Right of First Offer”) such desireassignment to Licensee by notifying Licensee in writing of the terms and conditions upon which Licensor would be willing to make such an assignment; and Licensee shall have the right to acquire said rights, together privileges and interests of Licensor by accepting the offer in accordance with financial information as to the proposed assignee said terms and conditions or subtenant as required by Landlord to allow Landlord to determine the financial condition of such assignee or subtenant, at least equivalent cash. If within fifteen (15) days in advance after receipt of Licensor’s notice, Licensee advises Licensor of its acceptance of the date offer as stated in the notice, Licensor agrees to promptly make the assignment to Licensee on which Tenant desires the stated terms and conditions and shall have an additional thirty (30) business days, if the assignment price is less than $1 Million Dollars and sixty (60) days if the assignment price is over $1 Million Dollars, to make such assignment or sublease. Landlord shall then have a period of pay for the same with delivery against payment. 8.3 If within fifteen (15) days following after receipt of such notice Licensor’s notice, Licensee does not indicate its acceptance of the offer as stated in the notice, Licensor shall thereafter have the right, subject to the prior written consent of Licensee, to make the assignment to another person, firm or corporation on the same terms and financial information within which to notify Tenant conditions as stated in writing that (i) Landlord consents to such the notice. Should the Licensee not exercise its Right of First Offer and should the contemplated assignment or sublease, which consent shall not be unreasonably withheldcompleted within ninety (90) days from the date of Licensor’s notice, or delayedshould the terms and conditions thereof be altered in any way, this Right of First Offer shall be reinstated in any subsequent proposed assignment, or (ii) Landlord does not consent thereto provided, however, that Tenant may without prior written notice the altered terms and consent from Landlord, assign this Lease or sublet all or part of the Leased Premises to any entity which controls, is controlled by, or is under common control with Tenant or any entity which is a successor to Tenant by acquisition, merger, or consolidation of or with Tenant (herein a "Permitted Assignee"). Upon request by Landlord, Tenant shall furnish to Landlord copies of its latest consolidated annual report together with quarterly income statements and balance sheet to date when such reports and financial statements have been publicly released. No assignment, subletting or other transfer, whether to a Permitted Assignee consented to by Landlord or not or otherwise permitted hereunder shall relieve the Tenant named herein of any liability hereunder conditions for the obligations current transaction, must again be offered by Licensor in accordance with the terms of the "Tenant". If an event of default occurs while the Leased Premises or any part thereof are assigned or sublet, then Landlord, in addition to any other remedies herein provided, or provided by law, may collect directly from such Transferee all rents payable to the Tenant and apply such rent against any sum due Landlord hereunder. No such collection shall be construed to constitute a novation or a releas of Tenant from the further performance of Tenant's obligations hereunderParagraph 8.2. (b) Landlord 8.4 Immediately prior to Licensor going into bankruptcy, Licensee shall have the continuing right a Right of First Offer on any of Licensor’s assets at any time fair market value. 8.5 It is hereby agreed that prior to sell or convey the Leased Premises and Landlord's rights under this Lease, and nothing herein contained shall be construed as restricting such rights of Landlord. In the event Landlord should hereafter sell or convey the Leased Premises sale to a third party or partiescontemplated pursuant to Paragraphs 8.1 and 8.2 above, such party or parties the purchaser shall acquire the Leased Premises subject agree to be bound by the terms and provisions of this Lease License Agreement and shall be subrogated to assume all of Licensor’s obligations to Licensee thereunder. 8.6 Licensee shall have the rights and privileges of Landlord hereunderright to transfer and/or assign this License Agreement by providing written notice to Licensor, and Landlord shall thereupon be completely relieved and discharged from all duties and obligations herein imposed upon Landlord which accrue after the effective date of such conveyance; provided that such transferee of Landlord shall have assumed all of Landlord's duties and obligations which accrue Licensee is in good standing under this Lease after such date. (c) If this Lease is assigned License Agreement and the transferee or assignee assumes all obligations of Licensee to any person or entity pursuant to the provisions of the Bankruptcy Code, 11 U.S.C. Section 101 et. seq. (the "Bankruptcy Code"), any and all monies or other consideration payable or otherwise to be delivered in connection with such assignment shall be paid or delivered to Landlord, shall be and remain the exclusive property of Landlord and shall not constitute property of Tenant or of the estate of Tenant within the meaning of the Bankruptcy Code. Any and all monies or other considerations constituting Landlord's property under the preceding sentence not paid or delivered to Landlord shall be held in trust for the benefit of Landlord and be promptly paid or delivered to Landlord. (d) Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code, shall be deemed, without further act or deed, to have assumed all of the obligations arising Licensor under this Lease on and after the date of such assignment. Any such assignee shall upon demand execute and deliver to Landlord an instrument confirming such assumptionLicense Agreement.