Common use of Assignment Subleasing Clause in Contracts

Assignment Subleasing. The Lessee shall not assign or sublet or otherwise transfer, voluntarily or involuntarily, the whole or any part of the Premises or this Lease, or allow any other person to occupy the Premises without Lessor's prior written consent, which consent shall not be unreasonably withheld or delayed, provided the Lessee shall give Lessor written notice of the terms of the assignment, transfer or sublet and that the proposed assignee or sublessee is of good reputation and financial condition and its proposed use is permitted by all applicable by-laws and regulations and such proposed uses are reasonably compatible with the other tenants of the Building and do not pose a material risk of nuisance to such other tenants or involve the handling, storage, generation of hazardous substances in substantial quantities and provided further that Lessee shall pay all reasonable legal and other fees incurred by Lessor in connection with reviewing and approving any such assignment or sublet. The Lessee shall give the Lessor written notice of the terms of any proposed assignment or other transfer or sublease and such other information regarding the assignee or sublessee as Lessor shall reasonably require. Notwithstanding such consent, Lessee shall remain fully liable to Lessor for the payment of all Rent and for the full performance of the covenants and conditions of this Lease. Upon any assignment or subletting, Lessee shall pay and deliver to Lessor any and all monies or other consideration payable or otherwise deliver to Lessee in connection with such assignment or sublease. It shall also be a condition of the validity of the assignment or sublet that the assignee or sublessee agree directly with Lessor, in form satisfactory to Lessor, to be bound by all Lessee obligations under this Lease. The acceptance by the Lessor of the payment of Base Rent or Additional Rent following an assignment, sublease or other transfer not approved shall not be deemed to be a consent by the Lessor to any such assignment, sublease or transfer nor shall the same constitute a waiver of any right or remedy of the Lessor. Notwithstanding the above paragraph, in the event the Lessee (i) sells substantially all of its assets, or (ii) is a party to a merger or consolidation in which it is not the surviving party, the Lessor shall be deemed to have consented to assignment of this Lease to the purchaser of the Lessee's assets or the surviving or new entity arising from such merger or consolidation; provided, however, that such purchaser or surviving or new entity executes an assumption of all of Lessee's liabilities and responsibilities hereunder. Notwithstanding anything to the contrary in this Section 13, in the event a sublessee is paying the Lessee more per month than the Rent the Lessee is paying the Lessor per month, and such sublessee rents more than 10,000 square feet of space from the Lessee, the Lessee shall pay the Lessor one-half (1/2) of such excess (after the deduction of any brokerage commission paid by Lessee with respect to such sublease) with its monthly payments of Base and Additional Rent. In the event such sublessee is subleasing a portion of the Premises from the Lessee, for purposes of determining whether the sublessee is paying the Lessee more than the Rent the Lessee is paying the Lessor, the monthly Rent amount shall be multiplied by a fraction, the numerator of which shall be the square footage occupied by the subtenant, and the denominator of which shall be 79,200. The resulting product shall be compared with the rent paid by the sublessee. If the resulting product is more, one-half (1/2) of the excess (after the deduction of any brokerage commission paid by Lessee with respect to such sublease) shall be paid by the Lessee to the Lessor in accordance with the first sentence of this paragraph. For purposes of this paragraph, rent actually paid each month by the sublessee shall be considered the rent the sublessee is paying the Lessee, whether or not the sublessee is in default on an obligation to pay a higher amount, and whether or not such payment includes an arrearage from a preceding month.

Assignment Subleasing. The Lessee shall Tenant covenants and agrees that it will not assign this Lease or sublet (which term, without limitation, shall include the granting of concessions, licenses, and the like, and also the sale of 51% or otherwise transfermore of an equity interest in Tenant, voluntarily except the sale of an equity interest in Tenant to Guarantor or involuntarily, any entity controlled by Guarantor) the whole or any part of the Premises or this Lease, or allow any other person to occupy the Leased Premises without Lessor's prior in each instance having first received the express written consent, which consent of Landlord. Such consent shall not be unreasonably withheld withheld. If Landlord's consent is given, it shall be for assignment or delayed, provided subletting during the Lessee shall give Lessor written notice main term of the terms of the assignmentLease, transfer or sublet and that the proposed assignee or sublessee is of good reputation not for any period covered by an option to renew (if any) and financial condition and its proposed use is permitted by all applicable by-laws and regulations and such proposed uses are reasonably compatible with the other tenants of the Building and do not pose a material risk of nuisance in any case where Landlord shall consent to such other tenants or involve the handling, storage, generation of hazardous substances in substantial quantities and provided further that Lessee shall pay all reasonable legal and other fees incurred by Lessor in connection with reviewing and approving any such assignment or sublet. The Lessee shall give the Lessor written notice of the terms of any proposed assignment or other transfer or sublease and such other information regarding the assignee or sublessee as Lessor shall reasonably require. Notwithstanding such consentsubletting, Lessee Tenant named herein shall remain fully liable to Lessor for the payment obligations of all Rent Tenant hereunder, including, without limitation, the obligation to pay the rent and for the full performance of the covenants and conditions of other amounts provided under this Lease. Upon any Notwithstanding anything herein contained to the contrary the provisions of this Paragraph shall not, however, be applicable to an assignment of this Lease by Tenant or sublettingTenant's parent corporation, Lessee if any, provided (and it shall pay and deliver to Lessor any and all monies or other consideration payable or otherwise deliver to Lessee in connection with such assignment or sublease. It shall also be a condition of the validity of the assignment any such assignment) that such affiliate, subsidiary or sublet that the assignee or sublessee agree related company agrees directly with Lessor, in form satisfactory to Lessor, Landlord to be bound by all Lessee of the obligations to pay the rent and other amounts provided for under this Lease. The acceptance by the Lessor of the payment of Base Rent or Additional Rent following an assignment, sublease or other transfer not approved shall not be deemed to be a consent by the Lessor to any such assignment, sublease or transfer nor shall the same constitute a waiver of any right or remedy of the Lessor. Notwithstanding the above paragraph, in the event the Lessee (i) sells substantially all of its assets, or (ii) is a party to a merger or consolidation in which it is not the surviving party, the Lessor shall be deemed to have consented to assignment of this Lease to the purchaser of the Lessee's assets or the surviving or new entity arising from such merger or consolidation; provided, however, that such purchaser or surviving or new entity executes an assumption of all of Lessee's liabilities and responsibilities hereunder. Notwithstanding anything to the contrary in this Section 13, in the event a sublessee is paying the Lessee more per month than the Rent the Lessee is paying the Lessor per month, and such sublessee rents more than 10,000 square feet of space from the Lessee, the Lessee shall pay the Lessor one-half (1/2) of such excess (after the deduction of any brokerage commission paid by Lessee with respect to such sublease) with its monthly payments of Base and Additional Rent. In the event such sublessee is subleasing a portion of the Premises from the Lessee, for purposes of determining whether the sublessee is paying the Lessee more than the Rent the Lessee is paying the Lessor, the monthly Rent amount shall be multiplied by a fraction, the numerator of which shall be the square footage occupied by the subtenant, and the denominator of which covenant against further assignment; but such assignment shall be 79,200. The resulting product shall be compared with the rent paid by the sublessee. If the resulting product is more, one-half (1/2) of the excess (after the deduction not relieve Tenant of any brokerage commission paid by Lessee with respect to such sublease) shall be paid by the Lessee to the Lessor in accordance with the first sentence of this paragraph. For purposes of this paragraph, rent actually paid each month by the sublessee shall be considered the rent the sublessee is paying the Lessee, whether or not the sublessee is in default on an obligation to pay a higher amountits obligations hereunder, and whether or not such payment includes an arrearage from a preceding monthTenant shall remain fully liable therefor.

Assignment Subleasing. The Lessee shall not assign assign, sublet, underlet, mortgage, pledge or sublet or otherwise transfer, voluntarily or involuntarily, the whole or any part of the Premises or encumber (collectively referred to as "Transfer") this Lease, or allow any other person to occupy the Premises lease without Lessor's prior written consent, which ; such consent shall not to be unreasonably withheld or delayed, provided the Lessee shall give Lessor written notice of the terms of the assignment, transfer . Lessor's refusal to consent to a Transfer for any use or sublet and that the proposed assignee or sublessee is of good reputation and financial condition and its proposed use is permitted by all applicable by-laws and regulations and such proposed uses are reasonably compatible with the purpose other tenants of the Building and do not pose a material risk of nuisance to such other tenants or involve the handling, storage, generation of hazardous substances than as specifically stated in substantial quantities and provided further that Lessee shall pay all reasonable legal and other fees incurred by Lessor in connection with reviewing and approving any such assignment or sublet. The Lessee shall give the Lessor written notice of the terms of any proposed assignment or other transfer or sublease and such other information regarding the assignee or sublessee as Lessor shall reasonably require. Notwithstanding such consent, Lessee shall remain fully liable to Lessor for the payment of all Rent and for the full performance of the covenants and conditions of this Lease. Upon any assignment or subletting, Lessee shall pay and deliver to Lessor any and all monies or other consideration payable or otherwise deliver to Lessee in connection with such assignment or sublease. It shall also be a condition of the validity of the assignment or sublet that the assignee or sublessee agree directly with Lessor, in form satisfactory to Lessor, to be bound by all Lessee obligations under this Lease. The acceptance by the Lessor of the payment of Base Rent or Additional Rent following an assignment, sublease or other transfer not approved Article VI herein shall not be deemed to be an unreasonable withholding of consent. In the event that Lessee desires to Transfer this lease to a proposed new Lessee to whom Lessor is required to give its reasonable consent pursuant to the foregoing paragraph, Lessor shall have the option of either (1) allowing Lessee to transfer this lease, in which case Lessee shall remain primarily liable upon all the terms, conditions and covenants hereof, will deliver to Lessor an instrument executed by the Transferree binding the same to the terms and provisions of this lease and will pay to Lessor the amount by which the sum of rent, additional rent due to taxes and all other money or consideration it receives from a Transferree exceeds the sum of all monetary obligations which Lessee owes to Lessor for the period of such Transfer, after accounting for (either by amortizing or expensing as is required by G.A.A.P.) reasonable brokerage, tenant fit-up and attorneys fees incurred to procure said Transferree; or (2) terminating this lease and relieving Lessee of all its future obligations hereunder. In the event that Lessor decides to terminate this Lease, it shall be free to enter into a new lease with the proposed new Lessee or anyone else on whatever terms and conditions it chooses. Consent by Lessor, whether express or implied, to any such assignment, sublease or transfer nor Transfer shall the same not constitute a waiver of Lessor's right to prohibit any right or remedy of the Lessor. Notwithstanding the above paragraph, in the event the Lessee (i) sells substantially all of its assets, or (ii) is a party to a merger or consolidation in which it is not the surviving party, the Lessor subsequent Transfer; nor shall such consent be deemed a waiver of Lessor's right to have consented to assignment of terminate this Lease to the purchaser of the Lessee's assets or the surviving or new entity arising from such merger or consolidation; provided, however, that such purchaser or surviving or new entity executes an assumption of all of Lessee's liabilities and responsibilities hereunder. Notwithstanding anything to the contrary in this Section 13, in the event a sublessee is paying the Lessee more per month than the Rent the Lessee is paying the Lessor per month, and such sublessee rents more than 10,000 square feet of space from the Lessee, the Lessee shall pay the Lessor one-half (1/2) of such excess (after the deduction of lease upon any brokerage commission paid by Lessee with respect to such sublease) with its monthly payments of Base and Additional Rent. In the event such sublessee is subleasing a portion of the Premises from the Lessee, for purposes of determining whether the sublessee is paying the Lessee more than the Rent the Lessee is paying the Lessor, the monthly Rent amount shall be multiplied by a fraction, the numerator of which shall be the square footage occupied by the subtenant, and the denominator of which shall be 79,200. The resulting product shall be compared with the rent paid by the sublessee. If the resulting product is more, one-half (1/2) of the excess (after the deduction of any brokerage commission paid by Lessee with respect to such sublease) shall be paid by the Lessee to the Lessor in accordance with the first sentence of this paragraph. For purposes of this paragraph, rent actually paid each month by the sublessee shall be considered the rent the sublessee is paying the Lessee, whether or not the sublessee is in default on an obligation to pay a higher amount, and whether or not such payment includes an arrearage from a preceding monthsubsequent Transfer.

Assignment Subleasing. The This Lease and all rights of Lessor hereunder shall be assignable by Lessor absolutely or as security, without notice to Lessee, subject to the rights of Lessee hereunder for the use and possession of the Equipment for so long as no Event of Default has occurred and is continuing hereunder. Any such assignment shall not assign relieve Lessor of its obligations hereunder unless specifically assumed by the assignee, and LESSEE AGREES IT SHALL NOT ASSERT ANY DEFENSE, RIGHTS OF SET-OFF OR COUNTERCLAIM AGAINST ANY ASSIGNEE TO WHICH LESSOR SHALL HAVE ASSIGNED ITS RIGHTS AND INTERESTS HEREUNDER, NOR HOLD OR ATTEMPT TO HOLD SUCH ASSIGNEE LIABLE FOR ANY OF LESSOR'S OBLIGATIONS HEREUNDER. No such assignment shall materially increase Lessee's obligations hereunder. LESSEE SHALL NOT ASSIGN OR DISPOSE OF ANY OF ITS RIGHTS OR OBLIGATIONS UNDER THIS LEASE OR ENTER INTO ANY SUBLEASE (EXCEPT AS PROVIDED BELOW) WITH RESPECT TO ANY OF THE EQUIPMENT WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF LESSOR. Any provision of this Lease to the contrary notwithstanding, Lessee may rent or sublet lease each item of Equipment in the regular course of its business to one or otherwise transfermore of Lessee's commercial customers (each, voluntarily an "End User") in the ordinary course of Lessee's business, all pursuant to one or involuntarilymore leases or rental agreements pertaining to the Equipment (individually and collectively referred to hereinafter as a "Lease Agreement"), the whole or any part terms and conditions of which shall in all respects be subject to the prior approval of Lessor and Lessor's Assignee, and pursuant to which all of the Premises or this Leaserights of Lessee, or allow and any other person End Users in and to occupy the Premises without Equipment and the Lease Agreements shall be subject and subordinate to all of the rights, title and interests of Lessor and Lessor's prior written consentAssignee therein. Attached hereto as Exhibits A and B are forms of Lease Agreements for use between Lessee and End Users, each of which consent have been approved by Lessor. Lessee shall, promptly upon Lessor's periodic request (not more frequently than four times per year), submit to Lessor a report listing the description, serial number, title state, title number, model year, age, original cost, capital repairs, daily, weekly and monthly lease rate, lease term, and End User name and location for each Item of Equipment then subject to this Lease and a Lease Agreement. Such report shall not be unreasonably withheld certified by a duly authorized officer of Lessee. To further secure payment of all indebtedness, obligations and liabilities of Lessee owing to Lessor, of every kind and description, and all interest, taxes, fees, charges, expenses and attorneys fees chargeable to Lessee or delayed, provided the Lessee shall give Lessor written notice of the terms of the assignment, transfer or sublet and that the proposed assignee or sublessee is of good reputation and financial condition and its proposed use is permitted by all applicable by-laws and regulations and such proposed uses are reasonably compatible with the other tenants of the Building and do not pose a material risk of nuisance to such other tenants or involve the handling, storage, generation of hazardous substances in substantial quantities and provided further that Lessee shall pay all reasonable legal and other fees incurred by Lessor in connection with reviewing this Lease (the "Obligations"), Lessee agrees: i. to assign and approving grant, and does hereby assign and grant, to Lessor and Lessor's Assignee a security interest in any such assignment and all Lease Agreements, accounts, chattel paper, instruments and general intangibles relating to the use, operation, lease or sublet. The Lessee shall give the Lessor written notice rental of the Equipment, whether now existing or hereafter arising, together with all rights arising thereunder, including all payments due and to become due thereunder, and proceeds of all of the foregoing, all of which shall constitute additional collateral subject to the terms and provisions of this Lease (the Equipment and Lease Agreements are collectively referred to hereinafter as the "Collateral"); ii. upon the occurrence of an Event of Default under this Lease and the request of Lessor or Lessor's Assignee, to mark all Lease Agreements with such legends as may be specified by Lessor or Lessor's Assignee to the effect that they are subject and subordinate to this Lease, and to deliver originals of each Lease Agreement to Lessor's Assignee so that or Lessor's Assignee shall be assured of perfection of its security interest therein by possession of all chattel paper forming a part of the Lease Agreement; and iii. to do, make, execute and deliver all such additional and further acts, assurances and instruments as Lessor's Assignee may require in order to vest in and assure to Lessor's Assignee its rights in the Collateral, including without limitation, execution and delivery of such financing statements as Lessor's Assignee may request to perfect and continue the security interests granted or otherwise contemplated herein. Upon the occurrence of an Event of Default under this Lease, Lessor or Lessor's Assignee shall have the right to notify and direct any proposed assignment End User to make all payments due under any Lease Agreement directly to Lessor, and Lessor shall have full authority to take possession and control of the cash and non-cash proceeds thereof, with full power to settle or other transfer or sublease compromise disputed claims thereon, and to apply the same to Lessee's Obligations hereunder in such other information regarding the assignee or sublessee manner and order as Lessor shall reasonably requiredetermine in its sole discretion. Notwithstanding such consentLessee hereby agrees to provide Lessor with an adequate supply of executed, Lessee shall remain fully liable to Lessor for the payment but undated and unaddressed forms of all Rent and for the full performance Notice of the covenants and conditions of this Lease. Upon any assignment or subletting, Lessee shall pay and deliver to Lessor any and all monies or other consideration payable or otherwise deliver to Lessee in connection with such assignment or sublease. It shall also be a condition of the validity of the assignment or sublet that the assignee or sublessee agree directly with LessorAssignment, in substantially the form satisfactory of Exhibit C attached hereto, which Lessee hereby irrevocably authorizes Lessor to Lessor, complete and send to be bound by all Lessee obligations each End User upon the occurrence of an Event of Default under this Lease. The acceptance by Each Lease Agreement shall provide that it shall terminate, at the Lessor option of Lessor, upon the payment of Base Rent expiration or Additional Rent following an assignment, sublease or other transfer not approved shall not be deemed to be a consent by the Lessor to any such assignment, sublease or transfer nor shall the same constitute a waiver of any right or remedy of the Lessor. Notwithstanding the above paragraph, in the event the Lessee (i) sells substantially all of its assets, or (ii) is a party to a merger or consolidation in which it is not the surviving party, the Lessor shall be deemed to have consented to assignment earlier termination of this Lease to the purchaser (by reason of the Lessee's assets or the surviving or new entity arising from such merger or consolidation; provided, however, that such purchaser or surviving or new entity executes an assumption of all of Lessee's liabilities and responsibilities hereunder. Notwithstanding anything to the contrary in this Section 13, in the event a sublessee is paying the Lessee more per month than the Rent the Lessee is paying the Lessor per month, and such sublessee rents more than 10,000 square feet of space from the Lessee, the Lessee shall pay the Lessor one-half (1/2) of such excess (acceleration after the deduction occurrence of any brokerage commission paid by Lessee an Event of Default or otherwise) with respect to such sublease) with its monthly payments of Base and Additional Rent. In the event such sublessee is subleasing a portion of the Premises from the Lessee, for purposes of determining whether the sublessee is paying the Lessee more than the Rent the Lessee is paying the Lessor, the monthly Rent amount shall be multiplied by a fraction, the numerator of which shall be the square footage occupied by the subtenant, and the denominator of which shall be 79,200. The resulting product shall be compared with the rent paid by the sublessee. If the resulting product is more, one-half (1/2) of the excess (after the deduction of any brokerage commission paid by Lessee with respect Equipment subject to such sublease) shall be paid by the Lessee to the Lessor in accordance with the first sentence of this paragraph. For purposes of this paragraph, rent actually paid each month by the sublessee shall be considered the rent the sublessee is paying the Lessee, whether or not the sublessee is in default on an obligation to pay a higher amount, and whether or not such payment includes an arrearage from a preceding monthLease Agreement.

Assignment Subleasing. The Lessee LESSEE shall not assign assign, sublet, underlet, mortgage, pledge or sublet or otherwise transfer, voluntarily or involuntarily, the whole or any part of the Premises or encumber (collectively referred to as “Transfer”) this Lease, or allow any other person to occupy the Premises lease without Lessor's LESSOR’S prior written consent, which consent shall not be unreasonably withheld or delayed, provided the Lessee shall give Lessor written notice of the terms of the assignment, transfer . LESSOR’S refusal to consent to a Transfer for any use or sublet and that the proposed assignee or sublessee is of good reputation and financial condition and its proposed use is permitted by all applicable by-laws and regulations and such proposed uses are reasonably compatible with the purpose other tenants of the Building and do not pose a material risk of nuisance to such other tenants or involve the handling, storage, generation of hazardous substances than specifically stated in substantial quantities and provided further that Lessee shall pay all reasonable legal and other fees incurred by Lessor in connection with reviewing and approving any such assignment or sublet. The Lessee shall give the Lessor written notice of the terms of any proposed assignment or other transfer or sublease and such other information regarding the assignee or sublessee as Lessor shall reasonably require. Notwithstanding such consent, Lessee shall remain fully liable to Lessor for the payment of all Rent and for the full performance of the covenants and conditions of this Lease. Upon any assignment or subletting, Lessee shall pay and deliver to Lessor any and all monies or other consideration payable or otherwise deliver to Lessee in connection with such assignment or sublease. It shall also be a condition of the validity of the assignment or sublet that the assignee or sublessee agree directly with Lessor, in form satisfactory to Lessor, to be bound by all Lessee obligations under this Lease. The acceptance by the Lessor of the payment of Base Rent or Additional Rent following an assignment, sublease or other transfer not approved Paragraph 10 herein shall not be deemed to be an unreasonable withholding of consent. In the event the LESSEE desires to Transfer this lease to a proposed new lessee to whom LESSOR is required to give its reasonable consent pursuant to the foregoing paragraph, LESSOR shall have the option of either (1) allowing LESSEE to transfer this lease, in which case LESSEE shall remain primarily liable upon all the terms, conditions and covenants hereof, will bind any Transferee to the terms and provisions of this lease and will pay to LESSOR the amount by which the Lessor sum of rent, additional rent due to taxes and all other money or consideration it received from a Transferee exceeds the sum of all monetary obligations which LESSEE owes to LESSOR for the period of such Transfer; or (2) terminating this lease and relieving LESSEE of all its future obligations hereunder. In the event that LESSOR decides to terminate this lease, it shall be free to enter into a new lease with the proposed new tenant or anyone else on whatever terms and conditions it chooses. Consent by LESSOR, whether express or implied, to any such assignment, sublease or transfer nor Transfer shall the same not constitute a waiver of LESSOR’S right to prohibit any subsequent Transfer; nor shall such consent be deemed a waiver of LESSOR’S right or remedy of the Lessorto terminate this lease upon any subsequent Transfer. Notwithstanding the above paragraph, in the event the Lessee (i) sells substantially all of its assets, or (ii) is a party to a merger or consolidation in which it is not the surviving partyAs used herein, the Lessor term “assign” or “assignment” shall be deemed to have consented to assignment include, without limitation: (a) any transfer of the LESSEE’S interest in the lease by operation of law, the merger or consolidation of the LESSEE with or into any other firm or corporation; or (b) the transfer or sale of a controlling interest in the LESSEE whether by sale of its capital stock or otherwise. NOTWITHSTANDING the foregoing, the provisions of this Lease Article shall not be deemed to prohibit, nor shall consent be required for (i) transfer of Lessee’s stock among existing stockholders or among spouses, children or grandchildren of existing stockholders or intervivos or testamentary transfers to trusts established for the benefit of such persons, (ii) a public offering of stock by LESSEE, (iii) the transfer of outstanding stock by way of trading on a recognized securities exchange; or (iv) transfer of stock by way of trading which is regularly traded in the over-the-counter market and quoted on NASDAQ. (1) LESSEE shall notify LESSOR at lease ten (10) days prior to the purchaser effective date of transfer, and shall submit the Lessee's assets name of Transferee; (2) LESSEE shall provide a written instrument evidencing the assignment; (3) LESSEE shall provide a statement that LESSEE shall remain primarily liable and with respect to an assignment that Transferee shall assume all of LESSEE’S obligations under the Lease, and that Transferee shall use the Premises in the same manner as LESSEE; and (4) with respect to a sale or the surviving or new entity arising from such merger or consolidation; provided, however, that such purchaser or surviving or new entity executes an assumption transfer of all of Lessee's liabilities and responsibilities hereunderthe assets of LESSEE, LESSEE shall submit with notice to LESSOR sufficient evidence of the creditworthiness of Transferee including the most recent financial statement or equivalent. Notwithstanding anything In addition to the contrary in this Section 13foregoing, in the event a sublessee is paying the Lessee more per month than the Rent the Lessee is paying the Lessor per month, and such sublessee rents more than 10,000 square feet any transfer of space from the Lessee, the Lessee shall pay the Lessor one-half (1/2) of such excess (after the deduction of any brokerage commission paid by Lessee with respect to such sublease) with its monthly payments of Base and Additional Rent. In the event such sublessee is subleasing a portion all or substantially all of the Premises from the Lessee, for purposes of determining whether the sublessee is paying the Lessee more than the Rent the Lessee is paying the Lessor, the monthly Rent amount shall be multiplied by a fraction, the numerator of which shall be the square footage occupied by the subtenant, and the denominator of which shall be 79,200. The resulting product shall be compared with the rent paid by the sublessee. If the resulting product is more, one-half (1/2) of the excess (after the deduction of any brokerage commission paid by Lessee with respect to such sublease) shall be paid by the Lessee subject to the Lessor in accordance with the first sentence provisions of this paragraph. For purposes of this paragraph, rent actually paid each month by the sublessee shall be considered the rent the sublessee is paying the Lessee, whether or not the sublessee is in default on an obligation to pay a higher amount, and whether or not such payment includes an arrearage from a preceding monthArticle 19(6).

Assignment Subleasing. The Lessee shall not assign assign, sublet, underlet, mortgage, pledge or sublet or otherwise transfer, voluntarily or involuntarily, the whole or any part of the Premises or encumber (collectively referred to as "Transfer") this Lease, or allow any other person to occupy the Premises lease without Lessor's prior written consent, ; which consent may be withheld in Landlord's sole discretion. Any Transfer made without such consent shall not be unreasonably withheld or delayedvoid. Moreover, provided the as additional rent, Lessee shall give reimburse Lessor written notice of the terms of the assignment, transfer or sublet and that the proposed assignee or sublessee is of good reputation and financial condition and its proposed use is permitted by all applicable by-laws and regulations and such proposed uses are reasonably compatible with the other tenants of the Building and do not pose a material risk of nuisance to such other tenants or involve the handling, storage, generation of hazardous substances in substantial quantities and provided further that Lessee shall pay all promptly for reasonable legal and other fees expenses incurred by Lessor in connection with reviewing and approving any such assignment or subletrequest by Lessee for consent to a Transfer. The preceding notwithstanding, solely in the event Lessee desires to Transfer the Premises to a proposed transferee which (i) has a good reputation and has previous business experience, (ii) shall have a net worth sufficient in the discretion of the Lessor to satisfy all of the obligations of the lessee under this lease, and (iii) shall continue to use the Premises as stated in Article VI of the lease and in character with the Building, Lessor agrees that it may either (1) grant its consent to such Transfer of this lease to such proposed transferee, or (2) terminate this lease and relieve Lessee of all its future obligations hereunder. In the event of such termination, Lessee shall give the Lessor written notice be relieved of all future obligations hereunder as of the terms date of any proposed assignment or other transfer or sublease and such other information regarding termination. In the assignee or sublessee event the lease is terminated, as hereinafter provided, Lessor shall reasonably requirebe free to enter into a new lease with the proposed new tenant or anyone else on whatever terms and conditions it chooses. Notwithstanding such consentIn the event that Lessor gives its consent pursuant to the foregoing paragraph, Lessee shall remain fully primarily liable upon all the terms, conditions and covenants hereof will deliver to Lessor an instrument executed by the Transferee binding the same to the terms and provisions of this lease and will pay to Lessor the amount by which the sum of rent, additional rent due to taxes and all other money or consideration it receives from a Transferee exceeds the sum of all monetary obligations which Lessee owes to Lessor for the payment period of all Rent and for the full performance of the covenants and conditions of this Leasesuch Transfer. Upon any assignment or subletting, Lessee shall pay and deliver to Lessor any and all monies or other consideration payable or otherwise deliver to Lessee in connection with such assignment or sublease. It shall also be a condition of the validity of the assignment or sublet that the assignee or sublessee agree directly with Consent by Lessor, in form satisfactory to Lessorwhether express or implied, to be bound by all Lessee obligations under this Lease. The acceptance by the Lessor of the payment of Base Rent or Additional Rent following an assignment, sublease or other transfer not approved any Transfer shall not be deemed to be a consent by the Lessor to any such assignment, sublease or transfer nor shall the same constitute a waiver of Lessor's right to prohibit any subsequent Transfer; nor shall such consent be deemed a waiver of Lessor's right to terminate this lease upon any subsequent Transfer. Moreover, Lessor's acceptance of any name for listing on any Building directory will not be deemed, nor will it substitute for Lessor's consent, as required herein, to any sublease, assignment or remedy other occupancy of the Lessor. Notwithstanding the above paragraph, in the event the Lessee (i) sells substantially all of its assets, or (ii) is a party to a merger or consolidation in which it is not the surviving party, the Lessor shall be deemed to have consented to assignment of this Lease to the purchaser of the Lessee's assets or the surviving or new entity arising from such merger or consolidation; provided, however, that such purchaser or surviving or new entity executes an assumption of all of Lessee's liabilities and responsibilities hereunder. Notwithstanding anything to the contrary in this Section 13, in the event a sublessee is paying the Lessee more per month than the Rent the Lessee is paying the Lessor per month, and such sublessee rents more than 10,000 square feet of space from the Lessee, the Lessee shall pay the Lessor one-half (1/2) of such excess (after the deduction of any brokerage commission paid by Lessee with respect to such sublease) with its monthly payments of Base and Additional Rent. In the event such sublessee is subleasing a portion of the Premises from the Lessee, for purposes of determining whether the sublessee is paying the Lessee more than the Rent the Lessee is paying the Lessor, the monthly Rent amount shall be multiplied by a fraction, the numerator of which shall be the square footage occupied by the subtenant, and the denominator of which shall be 79,200. The resulting product shall be compared with the rent paid by the sublessee. If the resulting product is more, one-half (1/2) of the excess (after the deduction of any brokerage commission paid by Lessee with respect to such sublease) shall be paid by the Lessee to the Lessor in accordance with the first sentence of this paragraph. For purposes of this paragraph, rent actually paid each month by the sublessee shall be considered the rent the sublessee is paying the Lessee, whether or not the sublessee is in default on an obligation to pay a higher amount, and whether or not such payment includes an arrearage from a preceding monthPremises.

Assignment Subleasing. The Lessee shall not assign or sublet or otherwise transfer, voluntarily or involuntarily, the whole or any part of the Premises or this Lease, or allow any other person to occupy the Premises without Lessor's ’s prior written consent, which consent shall not be unreasonably withheld or delayed, provided the Lessee shall give Lessor written notice of the terms of the assignment, transfer or sublet and that the proposed assignee or sublessee is of good reputation and financial condition and its proposed use is permitted by all applicable by-laws and regulations and such proposed uses are reasonably compatible with the other tenants of the Building and do not pose a material risk of nuisance to such other tenants or involve the handling, storage, generation of hazardous substances in substantial quantities and provided further that Lessee shall pay all reasonable legal and other fees incurred by Lessor in connection with reviewing and approving any such assignment or sublet. The Lessee shall give the Lessor written notice of the terms of any proposed assignment or other transfer or sublease and such other information regarding the assignee or sublessee as Lessor shall reasonably require. Notwithstanding such consent, Lessee shall remain fully liable to Lessor for the payment of all Rent and for the full performance of the covenants and conditions of this Lease. Upon any assignment or subletting, Lessee shall pay and deliver to Lessor any and all monies or other consideration payable or otherwise deliver to Lessee in connection with such assignment or sublease. It shall also be a condition of the validity of the assignment or sublet that the assignee or sublessee agree directly with Lessor, in form satisfactory to Lessor, to be bound by all Lessee obligations under this Lease. The acceptance by the Lessor of the payment of Base Rent or Additional Rent following an assignment, sublease or other transfer not approved shall not be deemed to be a consent by the Lessor to any such assignment, sublease or transfer nor shall the same constitute a waiver of any right or remedy of the Lessor. Notwithstanding the above paragraph, in the event the Lessee (i) sells substantially all of its assets, or (ii) is a party to a merger or consolidation in which it is not the surviving party, the Lessor shall be deemed to have consented to assignment of this Lease to the purchaser of the Lessee's ’s assets or the surviving or new entity arising from such merger or consolidation; provided, however, that such purchaser or surviving or new entity executes an assumption of all of Lessee's ’s liabilities and responsibilities hereunder. Notwithstanding anything to the contrary in this Section 13, in the event a sublessee is paying the Lessee more per month than the Rent the Lessee is paying the Lessor per month, and such sublessee rents more than 10,000 square feet of space from the Lessee, the Lessee shall pay the Lessor one-half (1/2) of such excess (after the deduction of any brokerage commission paid by Lessee with respect to such sublease) with its monthly payments of Base and Additional Rent. In the event such sublessee is subleasing a portion of the Premises from the Lessee, for purposes of determining whether the sublessee is paying the Lessee more than the Rent the Lessee is paying the LessorLessor (calculated separately for the Original Space and the New Space), the monthly Rent amount shall be multiplied by a fraction, the numerator of which shall be the square footage occupied by the subtenant, and the denominator of which shall be 79,20096,000. The resulting product shall be compared with the rent paid by the sublessee. If the resulting product is more, one-half (1/2) of the excess (after the deduction of any brokerage commission paid by Lessee with respect to such sublease) shall be paid by the Lessee to the Lessor in accordance with the first sentence of this paragraph. For purposes of this paragraph, rent actually paid each month by the sublessee shall be considered the rent the sublessee is paying the Lessee, whether or not the sublessee is in default on an obligation to pay a higher amount, and whether or not such payment includes an arrearage from a preceding month.

Assignment Subleasing. The Lessee shall not assign assign, sublet, underlet, mortgage, pledge or sublet or otherwise transfer, voluntarily or involuntarily, the whole or any part of the Premises or encumber (collectively referred to as "Transfer") this Lease, or allow any other person to occupy the Premises lease without Lessor's prior written consent, which consent shall not be unreasonably withheld withheld. Lessor's refusal to consent to a Transfer for any use or delayed, provided the Lessee shall give Lessor written notice of the terms of the assignment, transfer or sublet and that the proposed assignee or sublessee is of good reputation and financial condition and its proposed use is permitted by all applicable by-laws and regulations and such proposed uses are reasonably compatible with the purpose other tenants of the Building and do not pose a material risk of nuisance to such other tenants or involve the handling, storage, generation of hazardous substances than specifically stated in substantial quantities and provided further that Lessee shall pay all reasonable legal and other fees incurred by Lessor in connection with reviewing and approving any such assignment or sublet. The Lessee shall give the Lessor written notice of the terms of any proposed assignment or other transfer or sublease and such other information regarding the assignee or sublessee as Lessor shall reasonably require. Notwithstanding such consent, Lessee shall remain fully liable to Lessor for the payment of all Rent and for the full performance of the covenants and conditions of this Lease. Upon any assignment or subletting, Lessee shall pay and deliver to Lessor any and all monies or other consideration payable or otherwise deliver to Lessee in connection with such assignment or sublease. It shall also be a condition of the validity of the assignment or sublet that the assignee or sublessee agree directly with Lessor, in form satisfactory to Lessor, to be bound by all Lessee obligations under this Lease. The acceptance by the Lessor of the payment of Base Rent or Additional Rent following an assignment, sublease or other transfer not approved Paragraph 8 herein shall not be deemed to be an unreasonable withholding of consent. In the event the Lessee desires to Transfer this lease to a proposed Transferee to whom Lessor is required to give its reasonable consent pursuant to the foregoing paragraph, Lessor shall have the option of either (1) allowing Lessee to transfer this lease, in which case Lessee shall remain primarily liable upon all the terms, conditions and covenants hereof, will deliver to Lessor an instrument executed by the Transferee binding the same to the terms and provisions of this lease and will pay to Lessor the amount by which the sum of rent, additional rent due to taxes and all other money or consideration it received from a Transferee exceeds the sum of all monetary obligations which Lessee owes to Lessor for the period of such Transfer, or (2) terminating this lease and relieving Lessee of all its future obligations hereunder provided that upon receipt of written notice from Lessor of Lessee's intention to terminate the lease, Lessee may withdraw its request for consent in writing within one week of receipt of such termination notice, in which event this lease shall continue in full force and effect without any transfer of the same. In the event of such termination, Lessee shall be relieved of all future obligations hereunder as of the date of termination. In the event the lease is terminated, as hereinafter provided, Lessor shall be free to enter into a new lease with the proposed new tenant or anyone else on whatever terms and conditions it chooses. Consent by Lessor, whether express or implied, to any such assignment, sublease or transfer nor Transfer shall the same not constitute a waiver of Lessor's right to prohibit any subsequent Transfer, nor shall such consent be deemed a waiver of Lessor's right to terminate this lease upon any subsequent Transfer. Moreover, Lessor's acceptance of any name for listing on any Building directory will not be deemed, nor will it substitute for Lessor's consent, as required herein, to any sublease, assignment or remedy other occupancy of the Lessor. Notwithstanding the above paragraph, in the event the Lessee (i) sells substantially all of its assets, or (ii) is a party to a merger or consolidation in which it is not the surviving party, the Lessor shall be deemed to have consented to assignment of this Lease to the purchaser of the Lessee's assets or the surviving or new entity arising from such merger or consolidation; provided, however, that such purchaser or surviving or new entity executes an assumption of all of Lessee's liabilities and responsibilities hereunder. Notwithstanding anything to the contrary in this Section 13, in the event a sublessee is paying the Lessee more per month than the Rent the Lessee is paying the Lessor per month, and such sublessee rents more than 10,000 square feet of space from the Lessee, the Lessee shall pay the Lessor one-half (1/2) of such excess (after the deduction of any brokerage commission paid by Lessee with respect to such sublease) with its monthly payments of Base and Additional Rent. In the event such sublessee is subleasing a portion of the Premises from the Lessee, for purposes of determining whether the sublessee is paying the Lessee more than the Rent the Lessee is paying the Lessor, the monthly Rent amount shall be multiplied by a fraction, the numerator of which shall be the square footage occupied by the subtenant, and the denominator of which shall be 79,200. The resulting product shall be compared with the rent paid by the sublessee. If the resulting product is more, one-half (1/2) of the excess (after the deduction of any brokerage commission paid by Lessee with respect to such sublease) shall be paid by the Lessee to the Lessor in accordance with the first sentence of this paragraph. For purposes of this paragraph, rent actually paid each month by the sublessee shall be considered the rent the sublessee is paying the Lessee, whether or not the sublessee is in default on an obligation to pay a higher amount, and whether or not such payment includes an arrearage from a preceding monthPremises.

Assignment Subleasing. The Lessee LESSEE shall not assign assign, sublet, underlet, mortgage, pledge or sublet or otherwise transfer, voluntarily or involuntarily, the whole or any part of the Premises or encumber (collectively referred to as "Transfer") this Lease, or allow any other person to occupy the Premises lease without Lessor's LESSOR'S prior written consent, which consent shall not be unreasonably withheld or delayed, provided the Lessee shall give Lessor written notice of the terms of the assignment, transfer . LESSOR'S refusal to consent to a Transfer for any use or sublet and that the proposed assignee or sublessee is of good reputation and financial condition and its proposed use is permitted by all applicable by-laws and regulations and such proposed uses are reasonably compatible with the purpose other tenants of the Building and do not pose a material risk of nuisance to such other tenants or involve the handling, storage, generation of hazardous substances than as specifically stated in substantial quantities and provided further that Lessee shall pay all reasonable legal and other fees incurred by Lessor in connection with reviewing and approving any such assignment or sublet. The Lessee shall give the Lessor written notice of the terms of any proposed assignment or other transfer or sublease and such other information regarding the assignee or sublessee as Lessor shall reasonably require. Notwithstanding such consent, Lessee shall remain fully liable to Lessor for the payment of all Rent and for the full performance of the covenants and conditions of this Lease. Upon any assignment or subletting, Lessee shall pay and deliver to Lessor any and all monies or other consideration payable or otherwise deliver to Lessee in connection with such assignment or sublease. It shall also be a condition of the validity of the assignment or sublet that the assignee or sublessee agree directly with Lessor, in form satisfactory to Lessor, to be bound by all Lessee obligations under this Lease. The acceptance by the Lessor of the payment of Base Rent or Additional Rent following an assignment, sublease or other transfer not approved Paragraph 8 herein shall not be deemed to be an unreasonable withholding of consent. In the event the LESSEE desires to Transfer this lease to a proposed new lessee to whom LESSOR is required to give its reasonable consent pursuant to the foregoing paragraph, LESSOR shall have the option of either: (1) allowing LESSEE to transfer this lease, in which case LESSEE shall remain primarily liable upon all the terms, conditions and covenants hereof, shall deliver to LESSOR an instrument executed by Transferee binding the Lessor same to the terms and provisions of this lease and shall pay to LESSOR the amount by which the sum of rent, additional rent due to taxes, and all other money or consideration it received from a Transferee exceeds the sum of all monetary obligations which LESSEE owes to LESSOR for the period of such Transfer; or (2) terminating this lease and relieving LESSEE of all its future obligations hereunder. In the event that LESSOR decides to terminate this lease, it shall be free to enter into a new lease with the proposed new tenant or anyone else on whatever terms and conditions it chooses. Consent by LESSOR, whether express or implied, to any such assignment, sublease or transfer nor Transfer shall the same not constitute a waiver of LESSOR'S right to prohibit any right or remedy of the Lessor. Notwithstanding the above paragraph, in the event the Lessee (i) sells substantially all of its assets, or (ii) is a party to a merger or consolidation in which it is not the surviving party, the Lessor subsequent Transfer; nor shall such consent be deemed a waiver of LESSOR'S right to have consented to assignment of terminate this Lease to the purchaser of the Lessee's assets or the surviving or new entity arising from such merger or consolidation; provided, however, that such purchaser or surviving or new entity executes an assumption of all of Lessee's liabilities and responsibilities hereunder. Notwithstanding anything to the contrary in this Section 13, in the event a sublessee is paying the Lessee more per month than the Rent the Lessee is paying the Lessor per month, and such sublessee rents more than 10,000 square feet of space from the Lessee, the Lessee shall pay the Lessor one-half (1/2) of such excess (after the deduction of lease upon any brokerage commission paid by Lessee with respect to such sublease) with its monthly payments of Base and Additional Rent. In the event such sublessee is subleasing a portion of the Premises from the Lessee, for purposes of determining whether the sublessee is paying the Lessee more than the Rent the Lessee is paying the Lessor, the monthly Rent amount shall be multiplied by a fraction, the numerator of which shall be the square footage occupied by the subtenant, and the denominator of which shall be 79,200. The resulting product shall be compared with the rent paid by the sublessee. If the resulting product is more, one-half (1/2) of the excess (after the deduction of any brokerage commission paid by Lessee with respect to such sublease) shall be paid by the Lessee to the Lessor in accordance with the first sentence of this paragraph. For purposes of this paragraph, rent actually paid each month by the sublessee shall be considered the rent the sublessee is paying the Lessee, whether or not the sublessee is in default on an obligation to pay a higher amount, and whether or not such payment includes an arrearage from a preceding monthsubsequent Transfer.