Common use of Assignment and Subleases Clause in Contracts

Assignment and Subleases. (a) The Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of the Tenant, or used or occupied or permitted to be used or occupied, by anyone other than the Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like), or be offered or advertised for assignment or subletting by the Tenant or any person acting on behalf of the Tenant, without, in each case, the prior written consent of the Landlord, which consent shall not be unreasonably withheld, conditioned or delayed and, in the event that the Landlord consents to any subletting, no subtenant in any event shall be permitted to further assign, sublet or otherwise transfer its interest under this Lease, except in accordance with this section in any manner described in this paragraph (a). Any reasonable costs incurred by Landlord associated with the Landlord’s approval of any sublease or assignment shall be wholly paid for by the Tenant In determining whether or not to consent to any proposed assignment, transfer or sublease, the Landlord shall review all relevant factors, including, but in no way limited to whether the assignee, subtenant or other successor to the Tenant’s interest herein has a net worth, computed in accordance with generally accepted accounting principles consistently applied, at least equal to the greater of (1) the net worth of the Tenant immediately prior to such assignment, sublease or transfer, or (2) the net worth of the Tenant herein named on the date of this Lease. At the time that a completed final but unsigned sublease document, the terms and contents of which are agreed to by the parties thereto, is submitted to Landlord by Tenant for consent, the Landlord shall have 15 business days to provide notice that it consents to or rejects said sublease. Notwithstanding the foregoing, there shall be no partial assignment or sublet of this lease. Notwithstanding the provisions hereof, in the event that Tenant desires to vacate the Building and proposes a Sublease for the space that Tenant then occupies, Landlord shall have the option (but not the obligation) to terminate the Lease with respect to the Premises effective upon the date of such proposed Sublease and continuing for the Term by giving Tenant notice of such termination within 10 business days after Landlord’s receipt of Tenant’s request, provided that if Landlord terminates this Lease, it shall recapture the Premises subject to any approved Subleases then in place. If Tenant’s aggregate monthly rent and other charges payable to Tenant under and in connection with such sublease (including without limitation any amounts paid for leasehold improvements or on account of Tenant’s costs associated with such Sublease) exceed the monthly rent and other charges payable hereunder with respect to the space in question, Tenant shall pay to Landlord, as an additional charge, one half the surplus of the amount of such excess on a monthly basis net of reasonable transaction costs including but not limited to brokerage commissions, legal fees, and architectural and engineering costs, etc.. If the amount of rent and other charges payable under a sublease or the comparable value given is not readily ascertainable, such amount may, at Landlord’s option, be deemed to equal the fair market rent then obtainable for the space in question. Notwithstanding any assignment or sublease, the original Tenant named herein shall remain directly and primarily obligated under this Lease. Subject to the provisions of paragraph (b) hereof, Landlord hereby agrees that Tenant shall have the right to assign its interest in this Lease or sublet all or part of the leased Premises without Landlord’s consent, at any time and for any of the then remaining portions of the unexpired term of this Lease to any parent, subsidiary, affiliate or any other entity in connection with a merger, consolidation or acquisition of Tenant provided that the assignee has a net worth of equal or greater value than Tenant. Notwithstanding any such permitted assignment or subletting, Tenant shall remain primarily and fully liable for the obligations of Tenant hereunder, including, without limitations, the obligation to pay Rent and other amounts provided for in this Lease.

Assignment and Subleases. (aa ) The Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of the Tenant, or used or occupied or permitted to be used or occupied, by anyone other than the Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like), or be offered or advertised for assignment or subletting by the Tenant or any person acting on behalf of the Tenant, without, in each case, the prior written consent of the Landlord, which consent shall not be unreasonably withheld, conditioned or delayed and, in the event that the Landlord consents to any sublettingsubletting or assignment, the sublease or assignment shall not include any option to extend beyond the then current Term of the Lease, notwithstanding any provision of the Lease to the contrary, and no subtenant or assignee in any event shall be permitted to further assign, sublet or otherwise transfer its interest under this Lease, except in accordance with this section in any manner described in this paragraph (a). Any reasonable costs incurred by Landlord associated with the Landlord’s approval of any sublease or assignment shall be wholly paid for by the Tenant In determining whether or not to consent to any proposed assignment, transfer or sublease, the Landlord shall review all relevant factors, including, but in no way limited to whether the assignee, subtenant or other successor to the Tenant’s 's interest herein has a net worth, computed in accordance worth sufficient to provide reasonable assurance of its financial ability to comply with generally accepted accounting principles consistently applied, at least equal to its obligations under the greater of (1) the net worth of the Tenant immediately prior to such assignment, sublease or transfer, or (2) the net worth of the Tenant herein named on the date of this Leasesublease. At the time that a completed final but unsigned sublease or assignment document, the terms and contents of which are agreed to by the parties thereto, is submitted to Landlord by Tenant for consent, the Landlord shall have 15 business days to provide notice that it consents to or rejects said subleasesublease or assignment. Notwithstanding the foregoing, there shall be no partial assignment or sublet of this lease, except on a floor-by-floor basis. Notwithstanding the provisions hereof, in the event that Tenant desires to vacate the Building and proposes a Sublease sublease or assignment for the space that Tenant then occupies, Landlord shall have the option (but not the obligation) to terminate the Lease with respect to the Premises effective upon the date of such proposed Sublease sublease or assignment and continuing for the Term by giving Tenant notice of such termination within 10 15 business days after Landlord’s 's receipt of Tenant’s 's request, provided that if Landlord terminates this Lease, it shall recapture the Premises subject to any approved Subleases subleases then in place. If Tenant’s Tenant does make a sublease hereunder, the aggregate monthly rent and other charges will not be advertised to be less than that amount which the Landlord is seeking for comparable space or Fair Market Rent, whichever is greater, and if the aggregate monthly rent and other charges payable to Tenant under and in connection with such sublease (including without limitation any amounts paid for leasehold improvements or on account of Tenant’s 's costs associated with such Subleasesublease) exceed the monthly rent and other charges payable hereunder with respect to the space in question, Tenant shall pay to Landlord, as an additional charge, one half the surplus of the amount of such excess on a monthly basis basis, net of reasonable transaction costs including but not limited to brokerage commissions, legal fees, and architectural and engineering costs, etc.. expenses. If the amount of rent and other charges payable under a sublease or the comparable value given is not readily ascertainable, such amount may, at Landlord’s 's option, be deemed to equal the fair market rent then obtainable for the space in question. Notwithstanding any assignment or sublease, the original Tenant named herein shall remain directly and primarily obligated under this Lease. Subject to the provisions of paragraph (b) hereof, Landlord hereby agrees that Tenant shall have the right to assign its interest in this Lease or sublet all or part of the leased Premises without Landlord’s 's consent, at any time and for any of the then remaining portions of the unexpired term of this Lease to any parent, subsidiary, affiliate or any other entity in connection with a merger, consolidation or acquisition of Tenant provided that the assignee has a net worth of equal or greater value than Tenant. Notwithstanding any such permitted assignment or subletting, Tenant shall remain primarily and fully liable for the obligations of Tenant hereunder, including, without limitations, the obligation to pay Rent and other amounts provided for in this Lease.

Assignment and Subleases. (a) The Except as otherwise provided herein, the Tenant covenants and agrees that neither shall not assign, mortgage, pledge, hypothecate or otherwise transfer this Lease nor the term and estate hereby granted, nor any interest herein voluntarily or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of the Tenantlaw, or used or occupied or permitted to be used or occupied, by anyone other than the Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, term without limitation, shall include granting of concessions, licenses and the like)) the whole or any part of the Premises without in each instance, having first received the consent of the Landlord which consent shall not be unreasonably withheld or delayed. Any assignment or sublease made without such consent shall be void. Whether or not the Landlord consents to any assignment or subletting, the Tenant named herein shall remain fully and primarily liable for the obligations of the tenant hereunder, including, without limitation, the obligation to pay Annual Fixed Rent and Additional Rent provided under this Lease. The Tenant shall give the Landlord notice of any proposed sublease or assignment, specifying the provisions of the proposed subletting or assignment, including (i) the name and address of the proposed subtenant or assignee, (ii) the subtenant’s or assignee’s most recent annual financial statement, (iii) all of the terms and provisions upon which the proposed subletting or assignment is to be made and such other information concerning the proposed subtenant or assignee as the Tenant has obtained in connection with the proposed subletting or assignment. The Tenant shall reimburse the Landlord promptly for reasonable legal and other expenses incurred by the Landlord in connection with any request by the Tenant for consent to any assignment or subletting. If this Lease is assigned, or if the Premises or any part thereof is sublet or occupied by anyone other than the Tenant, the Landlord may, at any time and from time to time, collect rent and other charges from the assignee, sublessee or occupant and apply the net amount collected to the rent and other charges herein reserved, but no such assignment, subletting, occupancy or collection shall be offered deemed a waiver of the prohibition contained in this Section 7.8 or advertised for the acceptance of the assignee, sublessee or occupant as a tenant, or a release of covenants on the part of the Tenant herein contained (Tenant’s liability to be primary, joint and several with assignee or subtenant). The consent by the Landlord to an assignment or subletting shall not be construed to relieve the Tenant from obtaining the express consent in writing of the Landlord to any further assignment or subletting. The Landlord shall not be deemed to be unreasonable in withholding its consent to any proposed assignment or subletting by the Tenant or based on any person acting on behalf of the following factors: (a) The business of the proposed occupant is not consistent with the use that Landlord desires for the Property. (b) The proposed occupant would occupy less than all of the Tenant, without, in each case, ’s space. (c) The Tenant shall pay to the prior written consent Landlord Fifty percent (50%) of the Landlordamount the Tenant receives from any subtenant or assignee as rent, which consent shall not be unreasonably withheldadditional rent or other form of compensation or reimbursement in excess of (i) the Annual Fixed Rent, conditioned or delayed and, Additional Rent and other monies otherwise due to the Landlord pursuant to this Lease (allocable in the event case of at sublease to that portion of the Landlord consents to Premises being subleased), and (ii) any subletting, no subtenant in any event shall be permitted to further assign, sublet or otherwise transfer its interest under this Lease, except in accordance with this section in any manner described in this paragraph (a). Any reasonable costs expenses incurred by Landlord associated with the Landlord’s approval of any sublease or assignment shall be wholly and paid for by the Tenant In determining whether or not to consent to any proposed assignment, transfer or sublease, the Landlord shall review all relevant factors, including, but in no way limited to whether the assignee, subtenant or other successor to the Tenant’s interest herein has a net worth, computed in accordance with generally accepted accounting principles consistently applied, at least equal to the greater of (1) the net worth of the Tenant immediately prior to such assignment, sublease or transfer, or (2) the net worth of the Tenant herein named on the date of this Lease. At the time that a completed final but unsigned sublease document, the terms and contents of which are agreed to by the parties thereto, is submitted to Landlord by Tenant for consent, the Landlord shall have 15 business days to provide notice that it consents to or rejects said sublease. Notwithstanding the foregoing, there shall be no partial assignment or sublet of this lease. Notwithstanding the provisions hereof, in the event that Tenant desires to vacate the Building and proposes a Sublease for the space that Tenant then occupies, Landlord shall have the option (but not the obligation) to terminate the Lease with respect to the Premises effective upon the date of such proposed Sublease and continuing for the Term by giving Tenant notice of such termination within 10 business days after Landlord’s receipt of Tenant’s request, provided that if Landlord terminates this Lease, it shall recapture the Premises subject to any approved Subleases then in place. If Tenant’s aggregate monthly rent and other charges payable to Tenant under and in connection with such sublease (including without limitation any amounts paid for leasehold improvements or on account of Tenant’s costs associated with assignment such Sublease) exceed the monthly rent and other charges payable hereunder with respect to the space in question, Tenant shall pay to Landlord, as an additional charge, one half the surplus of the amount of such excess on a monthly basis net of reasonable transaction costs including but not limited to brokerage commissions, fees for legal fees, services and architectural and engineering costs, etc.. If expenses of preparing the amount of rent and other charges payable under a sublease Premises for occupancy by such subtenant or the comparable value given is not readily ascertainable, such amount may, at Landlord’s option, be deemed to equal the fair market rent then obtainable for the space in questionassignee. Notwithstanding any assignment or sublease, the original Tenant named anything contained herein shall remain directly and primarily obligated under this Lease. Subject to the provisions of paragraph (b) hereofcontrary, Landlord hereby agrees that Tenant shall have the right to may assign its interest in this Lease or sublet all or part any portion of the leased Premises without Landlord’s consent, at any time and for any of the then remaining portions of the unexpired term of this Lease to any entity affiliated with Tenant such as a parent, subsidiary, affiliate brother-sister entity, an entity of which the voting control is owned by Xxxx X. Xxxxxxx, Xxxxx Xxxxxx and/or Xxxxxx Xxxxx and to any successor entity to Tenant by merger or any other entity consolidation, provided, however, that Tenant shall provide prior written notice to Landlord accompanied by the information required to be provided to Landlord in connection with a merger, consolidation or acquisition the beginning of Tenant provided that the assignee has a net worth of equal or greater value than Tenant. Notwithstanding any such permitted assignment or subletting, this Section 7.8 and Tenant shall remain jointly and severally and primarily and fully liable for the obligations of Tenant hereunder, including, without limitations, the obligation to pay Rent and other amounts provided for in with any assignee or subtenant under this Lease.

Assignment and Subleases. (a) The Tenant covenants Lessee may at any time and agrees that neither from time to time, without restriction or limitation of any kind or nature and without the prior consent of Lessor, sell, assign, sublet or transfer this Lease nor the term and estate hereby granted, nor or any interest herein or thereinhereunder or any improvements or structures, will be assignedor any portion thereof, mortgaged, pledged, encumbered now or otherwise transferred, whether voluntarily, involuntarily, by operation of law at any time or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission times thereafter on the part of the Tenant, or used or occupied or permitted to be used or occupied, by anyone other than the Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like), or be offered or advertised for assignment or subletting by the Tenant leased premises or any person acting on behalf portion thereof, to any firm, person, corporation or entity; subject, however, to the following provisions: A. In the event that Lessee assigns all of its rights under this Lease to an assignee who agrees in writing to assume all the Tenantduties and obligations of Lessee under this Lease, withoutthen, in each case, the prior written consent of the Landlordif approved by Lessor, which consent approval shall not be unreasonably withheld, conditioned or delayed and, in the event that the Landlord consents to any subletting, no subtenant in any event Lessee shall be permitted to further assign, sublet relieved of all obligations hereunder accruing or otherwise transfer its interest under this Lease, except in accordance with this section in any manner described in this paragraph (a). Any reasonable costs incurred by Landlord associated with the Landlord’s approval of any sublease or assignment shall be wholly paid for by the Tenant In determining whether or not to consent to any proposed assignmentarising after such sale, transfer or sublease, the Landlord shall review assignment. B. The sublease or subleases granted by Lessee may cover all relevant factors, including, but in no way limited to whether the assignee, subtenant or other successor to the Tenant’s interest herein has a net worth, computed in accordance with generally accepted accounting principles consistently applied, at least equal to the greater of (1) the net worth any portion or portions of the Tenant immediately prior to such assignment, sublease leased premises or transfer, any improvements and structures at any time or (2) the net worth of the Tenant herein named times now or hereafter on the date of this Lease. At the time that a completed final but unsigned sublease document, the terms leased premises and contents of which are agreed to by the parties thereto, is submitted to Landlord by Tenant for consent, the Landlord shall have 15 business days to provide notice that it consents to or rejects said sublease. Notwithstanding the foregoing, there shall be no partial assignment or sublet of this lease. Notwithstanding the provisions hereof, in the event that Tenant desires to vacate the Building and proposes a Sublease for the space that Tenant then occupies, Landlord shall have the option (but not the obligation) to terminate the Lease with respect to the Premises effective upon the date of such proposed Sublease and continuing for the Term by giving Tenant notice of such termination within 10 business days after Landlord’s receipt of Tenant’s request, provided that if Landlord terminates this Lease, it shall recapture the Premises subject to any approved Subleases then in place. If Tenant’s aggregate monthly rent and other charges payable to Tenant under and in connection with such sublease (including without limitation any amounts paid for leasehold improvements or on account of Tenant’s costs associated with such Sublease) exceed the monthly rent and other charges payable hereunder with respect to the space in question, Tenant shall pay to Landlord, as an additional charge, one half the surplus of the amount of such excess on a monthly basis net of reasonable transaction costs including but not limited to brokerage commissions, legal fees, and architectural and engineering costs, etc.. If the amount of rent and other charges payable under a sublease or the comparable value given is not readily ascertainable, such amount may, at LandlordLessee’s optiondiscretion, be deemed to equal the fair market rent then obtainable for the space in question. Notwithstanding any assignment or sublease, the original Tenant named herein shall remain directly and primarily obligated under this Lease. Subject to the provisions of paragraph (b) hereof, Landlord hereby agrees that Tenant shall have include the right in such subleases to assign its interest in this Lease or turn further sublet all or part any portion of the leased Premises without Landlord’s consent, at premises and any time improvements and structures thereon. Each such sublease granted by Lessee shall be for any of the then remaining portions of a term no longer than the unexpired term of this Lease. Lessor shall be given a certified copy of each sublease at least fifteen (15) days prior to the commencement of the term of such sublease. In the event of termination of this Lease prior to the expiration of the term of any parentsuch sublease or subleases, subsidiary, affiliate then Lessor’s interest in the leased premises and in any improvements and structures thereon shall be subject to such sublease or any other entity in connection with a merger, consolidation subleases and such termination shall operate as an assignment of such sublease or acquisition of Tenant provided subleases to Lessor; subject to the following provisions: (1) Provided that the assignee has a net worth of rental under each sublease is equal to or greater value than Tenant. Notwithstanding any such permitted assignment or subletting, Tenant shall remain primarily a dollar amount which bears the same relation to the total rental due hereunder as the area within the portion so sublet bears to the total area of Subject Property; and fully liable for that the obligations sublease recites that it is subject to the terms and conditions of Tenant hereunder, including, without limitations, the obligation to pay Rent and other amounts provided for in this Lease. If requested by any sublessee, Lessor agrees to execute an attornment agreement with such sublessee providing that Lessor will attorn and be bound by such sublease, to all intents and purposes as though such sublease were a lease directly with Lessor.

Assignment and Subleases. (a) The Tenant covenants and agrees that neither this Lease nor the term and estate hereby grantedshall not assign, nor any interest herein or thereinmortgage, will be assignedpledge, mortgaged, pledged, encumbered hypothecate or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, and that neither the Premises nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of the Tenanttransfer this Lease, or used or occupied or permitted to be used or occupied, by anyone other than the Tenant, or for any use or purpose other than a Permitted Use, or be sublet (which term, without limitation, shall include granting of concessions, licenses and the like), or be offered or advertised for assignment or subletting by ) the Tenant whole or any person acting on behalf part of the Tenant, Premises without, in each caseinstance, having first received the consent of Landlord which consent Landlord agrees not to unreasonably withhold. Notwithstanding anything contained in this Section 6.8 to the contrary, Tenant may, without obtaining the prior written consent of the Landlord, assign or sublet this Lease to a (i) parent of Tenant, (ii) subsidiary of Tenant, (iii) affiliate of Tenant (including any entity into which Tenant may be merged or consolidated), or (iv) the acquiror of more than fifty percent (50%) of the capital stock of Tenant or more than fifty percent (50%) of the value of the assets of Tenant provided such assignee or subtenant enters into a reasonably, mutually agreeable assumption agreement with Landlord pursuant to which it assumes the responsibilities and obligations of Tenant hereunder from and after the effective date of such acquisition, and with respect to any assignment or sublease under (iv) hereunder, provided such assignee or subtenant has at the time of such assignment or sublet sufficient creditworthiness and financial capacity to undertake the obligations it would assume hereby; any determination as to item (iv) above shall be subject to Dispute Resolution. Any assignment or sublease requiring Landlord's consent as aforesaid and which is made without such consent shall be void. Landlord shall not be unreasonably withhelddeemed to be unreasonable in withholding its consent to any proposed assignment or subletting by Tenant based on any of the following factors: (a) The use to which the proposed occupant is to put the Premises, conditioned or delayed and, in the event notwithstanding that the same falls within the definition of Permitted Uses, is not consistent with 24 the character of the Building as a first class office/R&D Building in Landlord's judgment which shall be subject to Dispute Resolution. (b) The proposed occupant would occupy space in a configuration so as to diminish the commercially reasonable operations of the Building. Whether or not Landlord consents to any assignment or subletting, no subtenant in any event Tenant named herein shall be permitted remain fully and ..primarily liable for the obligations of the tenant hereunder, including, without limitation, the obligation to further assign, sublet or otherwise transfer its interest pay Annual Fixed Rent and Additional Rent provided under this Lease. Tenant shall give Landlord notice of any proposed sublease or assignment, except specifying the provisions of the proposed subletting or assignment, including (i) the name and address of the proposed subtenant or assignee, (ii) a copy of the proposed subtenant's or assignee's most recent annual financial statement, (iii) all of the material terms and provisions upon which the proposed subletting or assignment is to be made and such other information concerning the proposed subtenant or assignee as Tenant has obtained in accordance connection with this section in any manner described in this paragraph the proposed subletting or assignment. Landlord shall give notice to Tenant, either consenting or withholding consent, within ten (a)10) days of Tenant's notice to Landlord fulfilling the requirements of the immediately preceding sentence. Any Tenant shall reimburse Landlord promptly for reasonable costs legal and other expense incurred by Landlord associated in connection with the Landlord’s approval of any sublease or assignment shall be wholly paid request by Tenant for by the Tenant In determining whether or not to consent to any proposed assignmentassignment or subletting. If this Lease is assigned, transfer or subleaseif the Premises or any part thereof is sublet or occupied by anyone other than Tenant, the Landlord shall review all relevant factors, including, but in no way limited to whether the assignee, subtenant or other successor to the Tenant’s interest herein has a net worth, computed in accordance with generally accepted accounting principles consistently appliedmay, at least equal any time and from time to the greater of (1) the net worth of the Tenant immediately prior to such assignmenttime, sublease or transfer, or (2) the net worth of the Tenant herein named on the date of this Lease. At the time that a completed final but unsigned sublease document, the terms and contents of which are agreed to by the parties thereto, is submitted to Landlord by Tenant for consent, the Landlord shall have 15 business days to provide notice that it consents to or rejects said sublease. Notwithstanding the foregoing, there shall be no partial assignment or sublet of this lease. Notwithstanding the provisions hereof, in the event that Tenant desires to vacate the Building and proposes a Sublease for the space that Tenant then occupies, Landlord shall have the option (but not the obligation) to terminate the Lease with respect to the Premises effective upon the date of such proposed Sublease and continuing for the Term by giving Tenant notice of such termination within 10 business days after Landlord’s receipt of Tenant’s request, provided that if Landlord terminates this Lease, it shall recapture the Premises subject to any approved Subleases then in place. If Tenant’s aggregate monthly collect rent and other charges payable from the assignee, sublessee or occupant and apply the net amount collected to Tenant under and in connection with such sublease (including without limitation any amounts paid for leasehold improvements or on account of Tenant’s costs associated with such Sublease) exceed the monthly rent and other charges payable herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of the prohibitions contained in this Section 6.8 or the acceptance of the assignee, sublessee or occupant as a tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. If this Lease is assigned, or if the Premises or any part thereof is sublet, then, unless Landlord shall have duly exercised its right to repossess the space as provided in the last paragraph of this Section 6.8, Tenant shall pay to Landlord the following: The consent by Landlord to an assignment or subletting shall not be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or subletting. Without limiting the foregoing, upon receipt of written notice from Tenant of any proposed assignment of this Lease or sublease of more than fifty percent (50%) of the rentable square footage of the Premises which will be effective from and after the expiration of the Initial Term for the remainder of the Term (excepting only a proposed assignment or sublease to an entity contemplated in clauses (i) through (iv) of the first paragraph of this Section 6.8), Landlord may elect, within ten (10) days of receipt of written notice from Tenant of any proposed assignment or sublease, prior to approving or disapproving any proposed assignment or sublease, to repossess the space proposed to be assigned or sublet. Landlord may thereafter lease the repossessed space in such a manner as Landlord may in its sole discretion determine. In the event Landlord elects to repossess the space as provided above, then all of Tenant's rights and obligations hereunder with respect to the repossessed space in question, Tenant shall pay cease and shall be of no further force and effect with respect to the period following Landlord, as an additional charge, one half the surplus of the amount 's repossession of such excess on a monthly basis net of reasonable transaction costs including but not limited to brokerage commissions, legal fees, and architectural and engineering costs, etc.. If the amount of rent and other charges payable under a sublease or the comparable value given is not readily ascertainable, such amount may, at Landlord’s option, be deemed to equal the fair market rent then obtainable for the space in question. Notwithstanding any assignment or sublease, the original Tenant named herein shall remain directly and primarily obligated under this Lease. Subject to the provisions of paragraph (b) hereof, Landlord hereby agrees that Tenant shall have the right to assign its interest in this Lease or sublet all or part of the leased Premises without Landlord’s consent, at any time and for any of the then remaining portions of the unexpired term of this Lease to any parent, subsidiary, affiliate or any other entity in connection with a merger, consolidation or acquisition of Tenant provided that the assignee has a net worth of equal or greater value than Tenant. Notwithstanding any such permitted assignment or subletting, Tenant shall remain primarily and fully liable for the obligations of Tenant hereunder, including, without limitations, the obligation to pay Rent and other amounts provided for in this Leasespace.