Common use of ASSIGNMENT AND SUBLETTING; ENCUMBRANCE Clause in Contracts

ASSIGNMENT AND SUBLETTING; ENCUMBRANCE. Tenant shall not assign this Lease or sublet any portion of the Premises without prior written consent of the Landlord, which will not be unreasonably withheld or delayed, it being understood that it shall be reasonable for Landlord, among other things, to withhold consent if Landlord is reasonably dissatisfied with the financial responsibility, identity, reputation or business character of the proposed assignee or sublessee. Any change in the ownership of Tenant, if Tenant is a corporation or partnership, shall constitute an assignment for purposes of this PARAGRAPH; provided, however, this sentence shall be inapplicable to Mackenzie Investment Management, Inc. and its affiliates. Notwithstanding any consent by Landlord, Tenant shall remain liable (along with each approved assignee and sublessee, which shall automatically become liable for all obligations of Tenant hereunder with respect to that portion of the Premises so transferred, except in the case of a sublease, the sublessee shall only retain such liability during the term of its sublease), and Landlord shall be permitted to enforce the provisions of this Lease directly against Tenant or any assignee or sublessee without proceeding in any way against any other party. In the event of an assignment, contemporaneously with the granting of Landlord's consent, Tenant shall cause the assignee to expressly assume in writing and agree to perform all of the covenants, duties and obligations of Tenant hereunder

ASSIGNMENT AND SUBLETTING; ENCUMBRANCE. Tenant shall not assign this Lease or sublet any portion of the Premises without prior written consent of the Landlord, which will not be unreasonably withheld or delayed, it being understood that it shall be reasonable for Landlord, among other things, to withhold consent if Landlord is reasonably dissatisfied not satisfied with the financial responsibility, identity, reputation or business character of the proposed assignee or sublessee. Any change in the ownership of Tenant, if Tenant is a corporation or partnership, shall constitute an assignment for purposes of this PARAGRAPH; provided, however, this sentence shall be inapplicable to Mackenzie Investment Management, Inc. and its affiliatesParagraph. Notwithstanding any consent by Landlord, Tenant and Guarantor(s), if any, shall remain jointly and severally liable (along with each approved assignee and sublessee, which shall automatically become liable for all obligations of Tenant hereunder with respect to that portion of the Premises so transferred, except in the case of a sublease, the sublessee shall only retain such liability during the term of its sublease), and Landlord shall be permitted to enforce the provisions of this Lease directly against Tenant or any assignee or sublessee without proceeding in any way against any other party. In the event of an assignment, contemporaneously with the granting of Landlord's consent, Tenant shall cause the assignee to expressly assume in writing and agree to perform all of the covenants, duties and obligations of Tenant hereunderhereunder and such assignee shall be jointly and severally liable therefore along with Xxxxxx. No usage of the Premises different from the usage provided for in Paragraph 1 above shall be permitted, and all other terms and provisions of the Lease shall continue to apply after such assignment or sublease. Tenant shall not make or consent to any conditional, contingent or deferred assignment of some or all of Tenant's interest in this Lease without the prior written consent of Landlord, which Landlord may withhold in its sole and absolute discretion. Tenant shall not enter into, execute or deliver any financing or security agreement that can be given priority over any mortgage given by Landlord or its successors, and, in the event Tenant does so execute or deliver such financing or security agreement, such action on the part of Tenant shall be considered a breach of the terms and conditions of this Lease and a default by Tenant entitling Landlord to such remedies as are provided for in this Lease. Landlord shall have the right to assign or transfer, in whole or in part, Xxxxxxxx's rights and obligations hereunder (including rights to the Security Deposit) and in the Project and the Premises. Notwithstanding anything to the contrary in this Paragraph or elsewhere in this Lease, Landlord acknowledges that Tenant may enter into an agreement with customers or invitees of Tenant (each, together with any successors, a "Customer") relating to the marketing and sales training, mentoring and outsourcing program performed by Xxxxxx at the Premises. In connection with any such services, Tenant may make the Premises available for use and occupancy by any Customer pursuant to an occupancy agreement between Tenant and such Customer in substantially the same form as provided in Exhibit F, attached hereto (the "Occupancy Agreement"). Landlord consents to such arrangement, and agrees that, notwithstanding any other provision of this Lease to the contrary, any such Customer shall be permitted to use and occupy the Premises in accordance with, and subject to the applicable terms and conditions of this Lease, provided that (i) Tenant shall provide Landlord a copy of the proposed Occupancy Agreement prior to execution of the Occupancy Agreement for Landlord review and approval, (ii) no Occupancy Agreement shall include the use of more than one (1) desk and/or one (1) office by a Customer, and (iii) Tenant shall include such Customer as an additional insured with respect to Commercial General Liability and Automobile Liability, including any Umbrella or Excess policies, as required in Paragraph 16 below. Xxxxxx agrees that notwithstanding any such use and occupancy by a Customer, Tenant shall remain fully liable for the payment of the Rent due under this Lease and the performance of all covenants, terms and conditions contained in this Lease to be performed by Xxxxxx. Tenant shall further indemnify and hold harmless Landlord from and against any and all claims and damages arising out of the use of the Premises by any such Customer. Landlord agrees that no payment under any such Occupancy Agreement shall constitute rent or other consideration under this Lease and Landlord waives any claims or interests in such payments under any Occupancy Agreement so long as Tenant is not in default of the Lease.

ASSIGNMENT AND SUBLETTING; ENCUMBRANCE. Tenant shall not assign this Lease or sublet any portion of the Premises without prior written consent of the Landlord, which will not be unreasonably withheld withheld, conditioned or delayed, it being understood that it shall be reasonable for Landlord, among other things, to withhold consent if Landlord is reasonably dissatisfied not satisfied with the financial responsibility, identity, reputation or business character of the proposed assignee or sublessee. Any Except for a Permitted Transfer (as defined below), any change in the ownership of Tenant, if Tenant is a corporation or partnership, shall constitute an assignment for purposes of this PARAGRAPH; provided, however, this sentence shall be inapplicable to Mackenzie Investment Management, Inc. and its affiliatesParagraph. Notwithstanding any consent by Landlord, Tenant and Guarantor(s), if any, shall remain jointly and severally liable (along with each approved assignee and sublessee, which shall automatically become liable for all obligations of Tenant hereunder with respect to that portion of the Premises so transferred, except in the case of a sublease, the sublessee shall only retain such liability during the term of its sublease), and Landlord shall be permitted to enforce the provisions of this Lease directly against Tenant or any assignee or sublessee without proceeding in any way against any other party. In the event of an assignment, contemporaneously with the granting of Landlord's ’s consent, Tenant shall cause the assignee to expressly assume in writing and agree to perform all of the covenants, duties and obligations of Tenant hereunderhereunder and such assignee shall be jointly and severally liable therefore along with Tenant. No usage of the Premises different from the usage provided for in Paragraph 1 above shall be permitted, and all other terms and provisions of the Lease shall continue to apply after such assignment or sublease. Tenant shall not make or consent to any conditional, contingent or deferred assignment of some or all of Tenant’s interest in this Lease without the prior written consent of Landlord, which Landlord may withhold in its sole and absolute discretion. Tenant shall not enter into, execute or deliver any financing or security agreement that can be given priority over any mortgage given by Landlord or its successors, and, in the event Tenant does so execute or deliver such financing or security agreement, such action on the part of Tenant shall be considered a breach of the terms and conditions of this Lease and a default by Tenant entitling Landlord to such remedies as are provided for in this Lease. Landlord shall have the right to assign or transfer, in whole or in part, Landlord’s rights and obligations hereunder and in the Property and the Premises. Notwithstanding any provision herein to the contrary, Tenant may, without Landlord's consent or other condition (other than herein expressly provided), assign this Lease or sublet the Premises to: (a) any parent, subsidiary, or affiliate of Tenant or any subsidiary or affiliate of any parent of Tenant, or (b) Tenant's successor by merger, consolidation, acquisition of all of Tenant’s assets for all of its operations or of all of the stock of Tenant (herein each a “Permitted Transfer”) provided written notice of such event shall be given to Landlord within a reasonable period of time thereafter (not to exceed 30 days) and provided the principals with continued management / operating responsibilities will either remain the same or such management and operating responsibilities shall remain vested in duly qualified, competent and experienced personnel (the “Competent Control Condition”); and provided that no such circumstance shall in any way diminish, impair, reduce, or otherwise negatively affect the full force and effect of this Lease and any guaranties of this Lease (and in case of any guaranties of this Lease, the guarantors thereunder shall in writing confirm that their guaranty remains in full force and effect). Notwithstanding anything in this Lease to the contrary, the following shall not be deemed an assignment, sublease or transfer for purposes of this Lease so long as Tenant remains in compliance with the Competent Control Condition: Tenant or any parent, subsidiary, or affiliate of Tenant going from a publicly held corporation to a privately held corporation; any public or private offering of Tenant’s or Tenant’s parent’s, subsidiary’s or affiliate’s stock or American Depository Receipts; any transfer of corporate shares or American Depository Receipts by gift, bequest or inheritance by and between or among present shareholders of Tenant or any parent, subsidiary, or affiliate of Tenant or to their immediate family (i.e. spouses, parents, siblings, children or grandchildren); the sale, issuance or transfer of any capital stock or American Depository Receipts of Tenant or any parent, subsidiary, or affiliate of Tenant traded on any stock exchange or over the counter market or any exchange subject to the Securities and Exchange Act of 1934.

ASSIGNMENT AND SUBLETTING; ENCUMBRANCE. Tenant shall not assign this Lease or sublet any portion of the Premises without prior written consent of the Landlord, which will not be unreasonably withheld or delayed, it being understood that it shall be reasonable for Landlord, among other things, to withhold consent if Landlord is reasonably dissatisfied not satisfied with the financial responsibilitythe, identity, reputation or business character of the proposed assignee or sublessee. Any material change in the ownership of Tenant, if Tenant is a corporation or partnership, shall constitute an assignment for purposes of this PARAGRAPH; provided, however, this sentence shall be inapplicable to Mackenzie Investment Management, Inc. and its affiliatesParagraph. Notwithstanding any consent by Landlord, Tenant and Guarantor(s), if any, shall remain jointly and severally liable (along with each approved assignee and sublessee, which shall automatically become liable for all obligations of Tenant hereunder with respect to that portion of the Premises so transferred, except in the case of a sublease, the sublessee shall only retain such liability during the term of its sublease), and Landlord shall be permitted to enforce the provisions of this Lease directly against Tenant or any assignee or sublessee without proceeding in any way against any other party. In the event of an assignment, contemporaneously with the granting of Landlord's ’s consent, Tenant shall cause the assignee to expressly assume in writing and agree to perform all of the covenants, duties and obligations of Tenant hereunderhereunder and such assignee shall be jointly and severally liable therefore along with Tenant. No usage of the Premises different from the usage provided for in Paragraph 1 above shall be permitted, and all other terms and provisions of the Lease shall continue to apply after such assignment or sublease. Tenant shall not make or consent to any conditional, contingent or deferred assignment of some or all of Tenant’s interest in this Lease without the prior written consent of Landlord, which Landlord may withhold in its sole and absolute discretion. Tenant shall not enter into, execute or deliver any financing or security agreement that can be given priority over any mortgage given by Landlord or its successors, and, in the event Tenant does so execute or deliver such financing or security agreement, such action on the part of Tenant shall be considered a breach of the terms and conditions of this Lease and a default by Tenant entitling Landlord to such remedies as are provided for in this Lease. Landlord shall have the right to assign or transfer, in whole or in part, Landlord’s rights and obligations hereunder and in the Project and the Premises.

ASSIGNMENT AND SUBLETTING; ENCUMBRANCE. Tenant shall not assign this Lease or sublet any portion of the Premises without prior written consent of the Landlord, which will not be unreasonably withheld or delayed, it being understood that it shall be reasonable for Landlord, among other things, to withhold consent if Landlord is reasonably dissatisfied not satisfied with the financial responsibility, identity, reputation or business character of the proposed assignee or sublessee. Any change in the ownership of Tenant, if Tenant is a corporation or partnership, shall constitute an assignment for purposes of this PARAGRAPH; provided, however, this sentence shall be inapplicable to Mackenzie Investment Management, Inc. and its affiliatesParagraph 10. Notwithstanding any consent by Landlord, Tenant and Guarantor(s), if any, shall remain jointly and severally liable (along with each approved assignee and sublessee, which shall automatically become liable for all obligations of Tenant hereunder with respect to that portion of the Premises so transferred, except in the case of a sublease, the sublessee shall only retain such liability during the term of its sublease), and Landlord shall be permitted to enforce the provisions of this Lease directly against Tenant or any assignee or sublessee without proceeding in any way against any other party. In the event of an assignment, contemporaneously with the granting of Landlord's consent, Tenant shall cause the assignee to expressly assume in writing and agree to perform all of the covenants, duties and obligations of Tenant hereunderhereunder and such assignee shall be jointly and severally liable therefore along with Tenant. No usage of the Premises different from the usage provided for in Paragraph 1.8 above shall be permitted, and all other terms and provisions of the Lease shall continue to apply after such assignment or sublease. Tenant shall not make or consent to any conditional, contingent or deferred assignment of some or all of Tenant's interest in this Lease without the prior written consent of Landlord, which Landlord may withhold in its sole and absolute discretion. Tenant shall not enter into, execute or deliver any financing or security agreement that can be given priority over any mortgage given by Landlord or its successors, and, in the event Tenant does so execute or deliver such financing or security agreement, such action on the part of Tenant shall be considered a breach of the terms and conditions of this Lease and a default by Tenant entitling Landlord to such remedies as are provided for in this Lease. Landlord shall have the right to freely assign or transfer, in whole or in part, Landlord's rights and obligations hereunder and in the Project and the Premises. The prohibition against an assignment or sublease described in this Section 10 shall be deemed to include a prohibition against Tenant's mortgaging or otherwise encumbering its leasehold estate, as well as against an assignment or sublease which may occur by operation of law, each of which shall be ineffective and void and shall constitute an event of default under this Lease unless consented to by Landlord in writing in advance.