ASSIGNMENT AND SUBLETTING (CONTINUED). A. Notwithstanding the foregoing, Landlord and Tenant agree that it shall not be unreasonable for Landlord to refuse to consent to a proposed assignment, sublease or other transfer ("Proposed Transfer") if the Premises or any other portion of the Property would become subject to additional or different Government Requirements as a direct or indirect consequence of the Proposed Transfer and/or the Proposed Transferee's use and occupancy of the Premises and the Property. However, Landlord may, in its sole discretion, consent to such a Proposed Transfer where Landlord is indemnified by Tenant and (i) Subtenant or (ii) Assignee, in form and substance satisfactory to Landlord's counsel, by Tenant and/or the Proposed Transferee from and against any and all costs, expenses, obligations and liability arising out of the Proposed Transfer and/or the Proposed Transferee's use and occupancy of the Premises and the Property.
ASSIGNMENT AND SUBLETTING (CONTINUED). Any and all sublease agreement(s) ------------------------------------- between Tenant and any and all subtenant(s) (which agreements must be consented to by Landlord, pursuant to the requirements of this Lease) shall contain the following language: "If Landlord and Tenant jointly and voluntarily elect, for any reason whatsoever, to terminate the Master Lease prior to the scheduled Master Lease termination date, then this Sublease (if then still in effect) shall terminate concurrently with the termination of the Master Lease. Subtenant expressly acknowledges and agrees that (1) the voluntary termination of the Master Lease by Landlord and Tenant and the resulting termination of this Sublease shall not give Subtenant any right or power to make any legal or equitable claim against Landlord, including without limitation any claim for interference with contract or interference with prospective economic advantage, and (2) Subtenant hereby waives any and all rights it may have under law or at equity against Landlord to challenge such an early termination of the Sublease, and unconditionally releases and relieves Landlord, and its officers, directors, employees and agents, from any and all claims, demands, and/or causes of action whatsoever (collectively, "Claims"), whether such matters are known or unknown, latent or apparent, suspected or unsuspected, foreseeable or unforeseeable, which Subtenant may have arising out of or in connection with any such early termination of this Sublease. Subtenant knowingly and intentionally waives any and all protection which is or may be given by Section 1542 of the California Civil Code which provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with debtor. The term of this Sublease is therefore subject to early termination. Subtenant's initials here below evidence (a) Subtenant's consideration of and agreement to this early termination provision, (b) Subtenant's acknowledgment that, in determining the net benefits to be derived by Subtenant under the terms of this Sublease, Subtenant has anticipated the potential for early termination, and (c) Subtenant's agreement to the general waiver and release of Claims above.
ASSIGNMENT AND SUBLETTING (CONTINUED). A. In addition to and notwithstanding anything to the contrary in Paragraph 19 of this Lease, Landlord hereby agrees to consent to Tenant's assigning or subletting said Lease to any parent or subsidiary corporation (including an assignment resulting from a merger and/or acquisition of Tenant), provided that the net worth of said parent or subsidiary corporation of said corporation has a net worth equal to or greater than the net worth of Tenant (a) at the time of Lease execution or (b) at the time of such assignment (whichever is greater). No such assignment or subletting will release Tenant from its liabilities, obligations, and responsibilities under this Lease. Notwithstanding the above, Tenant shall be required to (a) give Landlord written notice prior to such assignment or subletting to any party as described above, (b) execute Landlord's consent document prepared by Landlord reflecting the assignment or subletting and (c) pay Landlord's costs for processing said Consent prior to the effective date of said assignment or sublease.
ASSIGNMENT AND SUBLETTING (CONTINUED). A. In addition to and notwithstanding anything to the contrary in Paragraph 19 of this Lease and provided Tenant is not in default of this Lease, Landlord hereby agrees to consent to: (1) Tenant's assigning or subletting said Lease to: (i) any parent or subsidiary corporation, or corporation with which Tenant merges or consolidates provided that the net worth of said parent or subsidiary corporation, or said corporation has a net worth equal to or greater than the net worth of Tenant (a) at the time of Lease execution or (b) at the time of such assignment, merger, or consolidation (whichever is greater); or (ii) any third party or entity to whom Tenant sells all or substantially all of its assets; provided, that the net worth of the resulting or acquiring corporation has a net worth after the merger, consolidation or acquisition equal to or greater than the net worth of Tenant (a) at the time of Lease execution or (b) at the time of such merger, consolidation or acquisition, whichever is greater (collectively "Permitted Transfers"); (2) waive its right to terminate the Lease due to a Permitted Transfer; and (3) waive any rights to Excess Rent related to a Permitted Transfer. No such assignment or subletting will release the Tenant from its liability and responsibility under this Lease to the extend Tenant continues in existence following such transaction. Notwithstanding the above, Tenant shall be required to (a) give Landlord written notice prior to such assignment or subletting to any party as described in (i) and (ii) above, (b) execute Landlord's consent document prepared by Landlord reflecting the
ASSIGNMENT AND SUBLETTING (CONTINUED). A. In addition to and notwithstanding anything to the contrary in Paragraph 16 of this Lease, Landlord hereby agrees to consent to Tenant's assigning or subletting said Lease to: (i) any parent or subsidiary corporation, or corporation with which Tenant merges or consolidates provided that the net worth of said parent or subsidiary corporation, or said corporation has a net worth equal to or greater than the net worth of Tenant at the time of such assignment, merger, or consolidation; or (ii) any third party or entity to whom Tenant sells all or substantially all of its assets; provided, that the net worth of the resulting or acquiring corporation has a net worth after the merger, consolidation or acquisition equal to or greater than the net worth of Tenant at the time of such merger, consolidation or acquisition. No such assignment or subletting will release the Tenant from its liability and responsibility under this Lease to the extent Tenant continues in existence following such transaction. Notwithstanding the above, Tenant shall be required to (a) give Landlord written notice prior to such assignment or subletting to any party as described in (i) and (ii) above, and (b) execute Landlord's consent document prepared by Landlord reflecting the assignment or subletting. Notwithstanding anything to the contrary contained in this Lease, it is hereby agreed that such assignee shall not have the right or be allowed to install any tank farm for the storage or use of Hazardous Materials (as hereinafter defined).
ASSIGNMENT AND SUBLETTING (CONTINUED). In addition to and notwithstanding ----------------------------------- anything to the contrary in Paragraph 19 of this Lease, Tenant shall be entitled to assign or sublet without Landlord's consent (but shall still give Landlord notice thereof) to: (i) any parent or subsidiary corporation, or corporation with which Tenant merges or consolidates, or (ii) any third party or entity to whom Tenant sells all or substantially all of its assets; provided, that the net worth of the resulting or acquiring corporation has a net worth after the merger, consolidation or acquisition equal to or greater than the net worth of Tenant at the time of such merger, consolidation or acquisition. No such assignment or subletting will release the Tenant from its liability and responsibility under this Lease to the extent Tenant continues in existence following such transaction. Notwithstanding the above, Tenant shall be required to (a) give Landlord written notice prior to such assignment or subletting to any party as described in (i) and (ii) above, and (b) execute an acknowledgement document prepared by Landlord reflecting the assignment or subletting.
ASSIGNMENT AND SUBLETTING (CONTINUED). A. Tenant has advised Landlord that Tenant intends to sublease approximately 10,000+/- square feet of the Premises during the initial Lease Term and Landlord has agreed to issue a consent to said sublease subject to Tenant submitting to Landlord a copy of said sublease (prior to said sublease commencing), and Landlord, Tenant and the subtenant thereafter executing Landlord's standard Consent to Sublease agreement prior to said sublease commencing.
ASSIGNMENT AND SUBLETTING (CONTINUED). Notwithstanding the foregoing, ----------------------------------- Tenant shall be entitled to assign or sublet without Landlord's consent (but shall still give Landlord notice thereof) to any parent or subsidiary corporation, or corporation with which Tenant merges or consolidates, or to whom Tenant sells all or substantially all of its assets, provided no such assignment, merger, consolidation, transfer of stock, (or in the event of a transfer of greater than fifty percent (50%) of the ownership interest or voting interest in the stock of Tenant, providing said offering is a public offering and further provided the net worth of the corporation with which Tenant merges or consolidates or sells substantially all of its assets or acquires has greater than fifty percent (50%) of the ownership interest or voting interest in the stock of Tenant and has a net worth after the merger, consolidation, purchase or acquisition equal to or greater than the net worth of Tenant at the time said Lease commences), or subletting will release Tenant to the extent Tenant continues in existence following such transaction.
ASSIGNMENT AND SUBLETTING (CONTINUED). A. Landlord hereby acknowledges that, during the first thirty six months of the Lease Term, Tenant may desire to sublease a portion of the Leased Premises. Provided Tenant is not in default of this Lease, and subject to Paragraph 49C below, Landlord agrees that it will not exercise its right, as provided for in Paragraph 19, to terminate the Lease as a result of a request(s) by Tenant to sublease less than a total of fifty percent (50%) of the Premises to one or more subtenants for a sublease term(s) not to extend beyond July 31, 2002. In such event, Landlord agrees to issue Landlord’s standard consent to said sublease, subject to (a) Tenant submitting to Landlord a copy of said sublease (prior to said sublease commencing), (b) Landlord, Tenant and Subtenant thereafter executing Landlord’s standard Consent to Sublease agreement and (c) Landlord receives payment from Tenant of Landlord’s costs for processing said Sublease Consent prior to said sublease commencing.
ASSIGNMENT AND SUBLETTING (CONTINUED). If Tenant desires at any time to assign this Lease or to sublet the Leased Premises or any portion thereof, Tenant shall submit to LandLord at least sixty (60) days prior to the proposed effective date of the assignment or sublease ("Proposed Effective Date"), in writing: (1) a notice of intention to assign or sublease, setting forth the Proposed Effective Date, which shall be no Less than sixty (60) or more than ninety (90) days after the sending of such notice; (2) the name of the proposed subtenant or assignee; (3) the terms and provisions of the proposed sublease or assignment; and (4) such financial information as Landlord may request concerning the proposed subtenant or assignee. No consent by Landlord to any assignment or subletting by Tenant shall relieve Tenant of any obligation to be performed by Tenant under this Lease, whether occurring before or after such consent, assignment or - subletting. Any permitted assignment or sublease of the Leased Premises shall be subject to and Limited by the restriction on permissible uses of the Leased Premises as set forth in this Lease.
