Common use of Assignment Subleasing Clause in Contracts

Assignment Subleasing. LESSEE shall not assign, sublet, underlet, mortgage, pledge or encumber (collectively referred to as "Transfer") this Sublease without LESSOR's prior written consent which consent shall not be unreasonably withheld or delayed. LESSOR's refusal to consent to a Transfer for any use or purpose other than specifically stated in paragraph 8 herein shall not be deemed to be unreasonable withholding of consent. In the event the LESSEE desires to Transfer this Sublease 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 Sublease, 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 Sublease 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 Sublease and relieving LESSEE of all its future obligations hereunder. In the event that LESSOR decides to terminate this Sublease, it shall be free to enter into a new Sublease with the proposed new Tenant or anyone else on whatever terms and conditions it chooses. Consent by LESSOR, whether express or implied, to any Transfer shall 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 Sublease upon any subsequent Transfer. Notwithstanding anything to the contrary contained in this Sublease but subject to the final sentence of this paragraph, LESSEE may, upon thirty (30) days written notice to LESSOR but without LESSOR's prior written consent, and without LESSOR having any right to terminate this Sublease or share in any consideration or profit therefor, assign or transfer its entire interest in this Sublease and the leasehold estate hereby created, or sublease the entire demised premises, to a successor corporation of LESSEE, which for the purposes of this Sublease shall mean either (a) any corporation or other business entity which controls, is controlled by, or under common control with, LESSEE (a "Related Corporation"), or (b) a corporation or other business entity into which or with which LESSEE, its corporate successors or assigns, is merged or consolidated, in accordance with applicable statutory provisions of the merger or consolidation of corporations, provided that by operation of law or by effective provisions contained in the instruments of merger or consolidation the liabilities of the corporations or other business entities participating in such merger or consolidation are assumed by the corporation or other business entity surviving such merger or consolidation, or (c) a corporation or other business entity acquiring substantially all of LESSEE's assets located in the Premises, or (d) any successor to a successor corporation becoming such by any of the methods described in subdivisions (a), (b) and (c) above; provided, however, that LESSEE shall have no such right to assign or transfer to a Successor Corporation unless LESSEE shall not be in default in the performance of any of its obligations under this Sublease beyond the applicable notice and cure period and with respect to subdivision (c) above, as of the date of such transfer, the purchaser has the reasonable financial ability to perform its obligations with respect to this Sublease and/or the Premises. For the purposes hereof "control" shall be deemed to mean ownership of not less than fifty percent (50%) of all of the voting stock of such corporation, or not less than fifty percent (50%) of all of the legal and equitable interest in any other business entity, or the possession of the power, directly or indirectly, to direct or cause the direction of management and policy of a corporation or other business entity, whether through the ownership of voting securities, common directors or officers, the contractual right to manage the business affairs of such business entity, or otherwise. Notwithstanding anything to the contrary contained in this Sublease (x) any sale or transfer of Lessee's capital stock through any public exchange, or redemption or issuance of additional stock of any class, shall not be deemed an assignment, subletting or any other transfer of this Sublease or the Premises and (y) any successor corporation may use the demised premises only for the permitted use described in Section 8 above, provided however that with LESSOR's prior written consent, which shall not be unreasonably withheld or delayed, such successor corporation may use the demised premises for any other lawful retail use which is not in conflict with the principle use of any existing tenant of the Building at the time of such assignment. Notwithstanding the foregoing, (i) LESSEE may not Transfer this Sublease to any entity that in LESSOR's reasonable opinion is a direct competitor of LESSOR without LESSOR's prior written consent, which may be withheld or delayed in LESSOR's sole discretion, and (ii) in the event of any Transfer by LESSEE described hereunder, LESSEE shall remain jointly and severally liable to LESSOR for any and all obligations arising out of the transferee's tenancy.

Assignment Subleasing. LESSEE The Lessee shall not assign, sublet, underlet, mortgage, pledge encumber or encumber (collectively referred to as "Transfer") this Sublease otherwise transfer the whole or any part of the Premises without LESSOR's Lessor’s prior written consent consent, which consent shall not be unreasonably withheld or delayed. LESSOR's refusal to , except that Lessor’s consent to a Transfer for any use or purpose other than specifically stated in paragraph 8 herein shall will not be deemed to be unreasonable withholding of consent. In the event the LESSEE desires to Transfer this Sublease 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 Sublease, 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 Sublease 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 Sublease and relieving LESSEE of all its future obligations hereunder. In the event that LESSOR decides to terminate this Sublease, it shall be free to enter into a new Sublease with the proposed new Tenant or anyone else on whatever terms and conditions it chooses. Consent by LESSOR, whether express or implied, to any Transfer shall 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 Sublease upon any subsequent Transfer. Notwithstanding anything to the contrary contained in this Sublease but subject to the final sentence of this paragraph, LESSEE may, upon thirty (30) days prior written notice shall be given) for any sublease or assignment of all or any portion of the Premises to LESSOR but without LESSOR's prior written consent, and without LESSOR having any right to terminate this Sublease affiliates or share in any consideration or profit therefor, assign or transfer its entire interest in this Sublease and the leasehold estate hereby createdsubsidiaries of Lessee, or sublease the entire demised premisesto any successor resulting from an acquisition, to a successor corporation of LESSEE, which for the purposes of this Sublease shall mean either (a) any corporation or other business entity which controls, is controlled by, or under common control with, LESSEE (a "Related Corporation"), or (b) a corporation or other business entity into which or with which LESSEE, its corporate successors or assigns, is merged or consolidated, in accordance with applicable statutory provisions of the merger or consolidation of corporations, provided that by operation of law or by effective provisions contained in the instruments of merger or consolidation the liabilities of the corporations or other business entities participating in such merger or consolidation are assumed by the corporation or other business entity surviving such merger or consolidation, provided such entity has a financial position equal or (c) a corporation or other business entity acquiring substantially all of LESSEE's assets located in the Premises, or (d) any successor better to a successor corporation becoming such by any of the methods described in subdivisions (a), (b) and (c) above; provided, however, that LESSEE shall have no such right to assign or transfer to a Successor Corporation unless LESSEE shall not be in default in the performance of any of its obligations under this Sublease beyond the applicable notice and cure period and with respect to subdivision (c) above, as Xxxxxx’s financial position of the date of execution of this Lease. Notwithstanding such transferconsent, Lessee shall remain liable to Lessor for the payment of all rent and for the full performance of the covenants and conditions of this Lease. If this Lease is assigned or if the Premises or any part thereof is sublet, the purchaser has Lessor may collect rent and other charges from the reasonable financial ability assignee or Sublessee and apply the net amount collected to perform its obligations with respect to the rent and other charges due from the Lessee hereunder, but no such assignment, subletting, collection, or modification of any provisions of this Sublease and/or the Premises. For the purposes hereof "control" lease shall be deemed to mean ownership be a waiver of the Lessee’s covenant not less than fifty percent (50%) to so assign or sublet or to be an acceptance of the assignee or Sublessee as a Lessee or to be a release of the Lessee from is obligations under this Lease. The Lessee shall be responsible for all of Lessor’s reasonable and actual costs associated with the voting stock Assignment or Sublease, including but not limited to a management review fee of $500, plus all of Lessor’s reasonable legal review fees.. Payment of these fees does not in any way guarantee the approval of the assignment or sublease. The Lessee shall pay to the Lessor, as and when the same becomes due under any permitted sublease, on half of any rent, additional rent and other sums received by the Lessee on account of such corporation, or not less than fifty percent (50%) of all of subletting which shall exceed the legal and equitable interest in any other business entity, or the possession of the power, directly or indirectly, to direct or cause the direction of management and policy of a corporation or other business entity, whether through the ownership of voting securities, common directors or officers, the contractual right to manage the business affairs of such business entity, or otherwise. Notwithstanding anything rent payable to the contrary contained Lessor hereunder and any reasonable expenses incurred by the Lessee in this Sublease (x) any sale or transfer of Lessee's capital stock through any public exchange, or redemption or issuance of additional stock of any class, shall not be deemed an assignment, subletting or any other transfer of this Sublease or the Premises and (y) any successor corporation may use the demised premises only for the permitted use described in Section 8 above, provided however that connection with LESSOR's prior written consent, which shall not be unreasonably withheld or delayed, such successor corporation may use the demised premises for any other lawful retail use which is not in conflict with the principle use of any existing tenant of the Building at the time of such assignment. Notwithstanding the foregoing, (i) LESSEE may not Transfer this Sublease to any entity that in LESSOR's reasonable opinion is a direct competitor of LESSOR without LESSOR's prior written consent, which may be withheld or delayed in LESSOR's sole discretion, and (ii) in the event of any Transfer by LESSEE described hereunder, LESSEE shall remain jointly and severally liable to LESSOR for any and all obligations arising out of the transferee's tenancysubletting.

Assignment Subleasing. LESSEE shall not assign, sublet, underlet, mortgage, pledge or encumber (collectively referred In connection with any request by Lessee for consent by Lessor to as "Transfer") this Sublease without LESSOR's prior written consent which consent shall not be unreasonably withheld or delayed. LESSOR's refusal to consent to an assignment by Lessee of the Lease and/or a Transfer for any use or purpose other than specifically stated in paragraph 8 herein shall not be deemed to be unreasonable withholding of consent. In the event the LESSEE desires to Transfer this Sublease 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 Sublease, 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 Sublease 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 sublease of all monetary obligations which LESSEE owes to LESSOR for the period or a portion of such Transfer; or (2) terminating this Sublease and relieving LESSEE of all its future obligations hereunder. In the event that LESSOR decides to terminate this Sublease, it shall be free to enter into a new Sublease with the proposed new Tenant or anyone else on whatever terms and conditions it chooses. Consent by LESSOR, whether express or implied, to any Transfer shall 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 Sublease upon any subsequent Transfer. Notwithstanding anything to the contrary contained in this Sublease but subject to the final sentence of this paragraph, LESSEE may, upon thirty (30) days written notice to LESSOR but without LESSOR's prior written consent, and without LESSOR having any right to terminate this Sublease or share in any consideration or profit therefor, assign or transfer its entire interest in this Sublease and the leasehold estate hereby created, or sublease the entire demised premises, to a successor corporation of LESSEE, which for the purposes of this Sublease shall mean either (a) any corporation or other business entity which controls, is controlled by, or under common control with, LESSEE (a "Related Corporation"), or (b) a corporation or other business entity into which or with which LESSEE, its corporate successors or assigns, is merged or consolidated, in accordance with applicable statutory provisions of the merger or consolidation of corporations, provided that by operation of law or by effective provisions contained in the instruments of merger or consolidation the liabilities of the corporations or other business entities participating in such merger or consolidation are assumed by the corporation or other business entity surviving such merger or consolidation, or (c) a corporation or other business entity acquiring substantially all of LESSEE's assets located in the Premises, Lessor shall be entitled to take into account any fact or (d) any successor factor which Lessor reasonably deems relevant to a successor corporation becoming such by any decision, including but not necessarily limited to the following, all of which are agreed to be reasonable factors for Lessor’s consideration: a. Financial strength of the methods described in subdivisions proposed assignee or subtenant (a), (b) and (c) above; provided, however, which shall be at least equal to that LESSEE shall have no such right to assign or transfer to a Successor Corporation unless LESSEE shall not be in default in the performance of any of its obligations under this Sublease beyond the applicable notice and cure period and with respect to subdivision (c) above, Lessee as of the date of such transferexecution of this Lease), including the purchaser has adequacy of its working capital to pay all expenses anticipated in connection with any remodeling of the reasonable financial ability to perform its obligations Premises; b. Experience of the proposed assignee or subtenant with respect to businesses of the type and size which such assignee or subtenant proposes to conduct in the Premises; c. The effect of the type of services and business which the proposed assignee or subtenant proposes to conduct in the Premises upon the tenant mix in the Project which contains the Premises, including compatibility of the services and business which such assignee or subtenant proposes to conduct in or offer from the Premises with business and services conducted by surrounding tenants in the Project. d. Whether there then exists any Breach by Lessee pursuant to this Sublease Lease or any Default by Lessee under this Lease which, with the passage of time and/or the Premisesgiving of notice, would constitute a Breach under this Lease. For the purposes hereof "control" In connection with any assignment or subletting, Lessee shall be deemed pay to mean ownership of not less than Lessor fifty percent (50%) of all the excess, if any, of (i) in the voting stock case of such corporation, or not less than fifty percent (50%) of all of the legal and equitable interest in any other business entity, or the possession of the power, directly or indirectly, to direct or cause the direction of management and policy of a corporation or other business entity, whether through the ownership of voting securities, common directors or officers, the contractual right to manage the business affairs of such business entity, or otherwise. Notwithstanding anything to the contrary contained in this Sublease (x) any sale or transfer of Lessee's capital stock through any public exchange, or redemption or issuance of additional stock of any class, shall not be deemed an assignment, subletting or any the rental and other transfer payment obligations of the proposed assignee under the terms of the proposed assignment over the rental and other payment obligations of Lessee under the terms of this Sublease Lease, or the Premises and (y) any successor corporation may use the demised premises only for the permitted use described in Section 8 above, provided however that with LESSOR's prior written consent, which shall not be unreasonably withheld or delayed, such successor corporation may use the demised premises for any other lawful retail use which is not in conflict with the principle use of any existing tenant of the Building at the time of such assignment. Notwithstanding the foregoing, (i) LESSEE may not Transfer this Sublease to any entity that in LESSOR's reasonable opinion is a direct competitor of LESSOR without LESSOR's prior written consent, which may be withheld or delayed in LESSOR's sole discretion, and (ii) in the case of a sublease, the amount proposed to be paid by the sublessee over the proportionate amount of rental and other payment obligations required to be paid by Lessee to Lessor under the terms of this Lease as applicable to the portion of the Premises so subleased. Moreover, Lessor shall be entitled to be reasonably satisfied that each and every covenant, condition or obligation imposed upon Lessee by this Lease and each and every right, remedy or benefit afforded Lessor by this Lease is not impaired or diminished by such assignment or sublease. In no event shall there be any substantial change in the general use of the Premises (i.e., office) in connection with any assignment or sublease except as expressly approved in writing by Lessor. Lessor and Lessee acknowledge that the express standards and provisions set forth in this Lease dealing with assignment and sublease, including those set forth in this Paragraph 56 have been freely negotiated and are reasonable at the date hereof taking into account Lessee’s proposed use of the Premises and the nature and quality of the Buildings and Project. No withholding of consent by Lessor for any reason deemed sufficient by Lessor shall give rise to any claim by Lessee or any proposed assignee or subtenant or entitle Lessee to terminate this Lease or to any abatement of rent. Approval of any Transfer by LESSEE described hereunderassignment of Lessee’s interest shall, LESSEE shall remain jointly and severally liable to LESSOR for any and whether or not expressly so stated, be conditioned upon such assignee assuming in writing all obligations arising out of the transferee's tenancyLessee hereunder by a written instrument satisfactory to Lessor.

Assignment Subleasing. LESSEE shall Paragraph 9 of the Lease is modified as follows: (a) This Lease may not assignbe subleased or assigned, sublet, underlet, mortgage, pledge or encumber (collectively referred to as "Transfer") this Sublease without LESSOR's the prior written consent of the Landlord, which consent shall not be unreasonably withheld or delayed. LESSOR's refusal to consent to The Tenant shall notify the Landlord in writing of the proposed assignment or sublease, which notice shall include the names of the proposed assignee or sub lessee (if not a Transfer for any use public corporation, the names of all shareholders or purpose other than specifically stated in paragraph 8 herein shall not be deemed to be unreasonable withholding partners); a detailed description of consent. In the event nature of the LESSEE desires to Transfer this Sublease to business of the proposed assignee or sub lessee; a detailed description of all terms and conditions of the proposed new LESSEE to whom LESSOR is required to give its reasonable consent pursuant to assignment or sublease; and financial statements of the foregoing paragraph, LESSOR proposed assignee or sub lessee. (b) The Landlord shall have the option right to reject the sublease or assignment if it is not reasonably satisfied with the financial condition of either (1) allowing LESSEE to Transfer this Sublease, in which case LESSEE shall remain primarily liable upon all the terms, conditions, and covenants hereof, will bind any Transferee to proposed assignee or sub lessee and/or the terms and provisions conditions of this Sublease and will pay to LESSOR the amount by which the sum of rent, additional rent due to taxes, any proposed assignment or sublease. (c) Any and all other money consideration received by the Tenant from the proposed assignee 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 Sublease and relieving LESSEE of all its future obligations hereunder. In the event that LESSOR decides to terminate this Sublease, it sublease shall be free paid to enter into a new Sublease with the Landlord to the extent rent is due under this lease. (d) Not-with-standing the Landlord's consent to the proposed new assignment or sublease, the Tenant or anyone else on whatever terms and conditions it chooses. Consent by LESSOR, whether express or implied, to any Transfer shall not constitute a waiver of LESSOR's right to prohibit any subsequent Transferremain liable for all obligations arising under this Lease; nor shall such consent be deemed a waiver of LESSOR's right to terminate this Sublease upon any subsequent Transfer. Notwithstanding anything to and (e) Not-with-standing the contrary contained in this Sublease but subject to the final sentence of this paragraph, LESSEE mayforgoing, upon thirty (30) days receipt of the written notice from the Tenant of its intention to LESSOR but without LESSOR's prior written consent, and without LESSOR having any right to terminate this Sublease or share in any consideration or profit therefor, assign or transfer its entire interest in this Sublease and the leasehold estate hereby created, or sublease the entire demised premises, to a successor corporation of LESSEE, which for the purposes of this Sublease shall mean either (a) any corporation or other business entity which controls, is controlled by, or under common control with, LESSEE (a "Related Corporation"), or (b) a corporation or other business entity into which or with which LESSEE, its corporate successors or assigns, is merged or consolidated, in accordance with applicable statutory provisions portion of the merger leased premises which has not been previously sublet or consolidation of corporationsassigned, provided that by operation of law or by effective provisions contained in the instruments of merger or consolidation the liabilities of the corporations or other business entities participating in such merger or consolidation are assumed by the corporation or other business entity surviving such merger or consolidation, or (c) a corporation or other business entity acquiring substantially all of LESSEE's assets located in the Premises, or (d) any successor to a successor corporation becoming such by any of the methods described in subdivisions (a), (b) and (c) above; provided, however, that LESSEE Landlord shall have no such right 15 days in which to assign or transfer elect to a Successor Corporation unless LESSEE shall not be in default in recapture the performance of any of entire leased premises and release the Tenant from its future obligations under this Sublease beyond the applicable notice and cure period and with respect Lease, except for any obligation which has accrued or is intended to subdivision (c) above, as of the date of such transfer, the purchaser has the reasonable financial ability to perform its obligations with respect to this Sublease and/or the Premises. For the purposes hereof "control" shall be deemed to mean ownership of not less than fifty percent (50%) of all of the voting stock of such corporation, or not less than fifty percent (50%) of all of the legal and equitable interest in any other business entity, or the possession of the power, directly or indirectly, to direct or cause the direction of management and policy of a corporation or other business entity, whether through the ownership of voting securities, common directors or officers, the contractual right to manage the business affairs of such business entity, or otherwise. Notwithstanding anything to the contrary contained in this Sublease (x) any sale or transfer of Lessee's capital stock through any public exchange, or redemption or issuance of additional stock of any class, shall not be deemed an assignment, subletting or any other transfer survive termination of this Sublease or the Premises and (y) any successor corporation may use the demised premises only for the permitted use described in Section 8 above, provided however that with LESSOR's prior written consent, which shall not be unreasonably withheld or delayed, such successor corporation may use the demised premises for any other lawful retail use which is not in conflict with the principle use of any existing tenant of the Building at the time of such assignment. Notwithstanding the foregoing, (i) LESSEE may not Transfer this Sublease to any entity that in LESSOR's reasonable opinion is a direct competitor of LESSOR without LESSOR's prior written consent, which may be withheld or delayed in LESSOR's sole discretion, and (ii) in the event of any Transfer by LESSEE described hereunder, LESSEE shall remain jointly and severally liable to LESSOR for any and all obligations arising out of the transferee's tenancyLease.

Assignment Subleasing. LESSEE shall not assignhave the right to assign or pledge this Lease or to sublet the whole or any part of the Premises whether voluntarily or by operation of law, subletor permit the use or occupancy of the Premises by anyone other than LESSEE, underletand shall not make, mortgagesuffer or permit such assignment, pledge subleasing or encumber (collectively referred to as "Transfer") this Sublease occupancy without LESSOR's the prior written consent of LESSOR, such consent not to be unreasonably withheld, conditioned or delayed, and said restrictions shall be binding upon any and all assignees of the Lease and subtenants of the Premises. If LESSOR elects to grant such consent, LESSEE shall remain liable to LESSOR for the payment of all rent and for the full performance of the covenants and conditions of this Lease. In connection with any request by LESSEE for consent to an assignment or sublet, LESSEE shall submit to LESSOR, in writing, a statement containing the name of the proposed assignee, subtenant or other third party, such information as to its financial responsibility and standing as LESSOR may reasonably require, and all of the terms and provisions upon which the proposed transaction is to take place. If the rent received by LESSEE on account of a proposed assignment or sublease exceeds the Yearly Fixed Rent and Additional Rent, allocated to the space subject to any such sublease in the proportion of the area of such space to the area of the entire leased Premises, plus actual out of-pocket expenses incurred by LESSEE in connection therewith, including brokerage commissions and the cost of preparing such space for occupancy, LESSEE shall pay to LESSOR one hundred percent (100%) of such excess, monthly as received by LESSEE. LESSEE shall reimburse LESSOR promptly, as Additional Rent, for reasonable legal and other expenses incurred by LESSOR in connection with any request by LESSEE for any consent required under the provisions of this Article. The listing of any name other than that of LESSEE, whether on the doors of the leased Premises or on the Building directory, or otherwise, shall not be unreasonably withheld operate to vest any right or delayed. LESSOR's refusal to consent to a Transfer for any use interest in this Lease or purpose other than specifically stated in paragraph 8 herein shall not the leased Premises or be deemed to be unreasonable withholding the written consent of consentLESSOR mentioned in this Article, it being expressly understood that any such listing is a privilege extended by LESSOR revocable at will by written notice to LESSEE. If this Lease be assigned, or if the leased Premises or any part thereof be sublet or occupied by anybody other than LESSEE, LESSOR may at any time and from time to time, collect rent and other charges from the assignee, subtenant or occupant, and apply the net amount collected to the Rent and other charges herein reserved, but no such collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, subtenant or occupant as a tenant, or a release of LESSEE from the further performance by LESSEE of covenants on the part of LESSEE herein contained. The consent by LESSOR to an assignment or subletting or occupancy shall not in any way be construed to relieve LESSEE from obtaining the express consent in writing of LESSOR to any further assignment or subletting or occupancy. LESSEE shall remain fully and primarily liable for all its obligations hereunder notwithstanding any assignment, subletting or occupancy. In the event the LESSEE desires to Transfer this Sublease 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 Sublease, in which case that LESSEE shall remain primarily liable upon all the termsdesire to enter into an assignment or sublease to any party other than an Affiliate, conditions, then LESSEE shall give LESSOR notice thereof and covenants hereof, will bind any Transferee LESSOR may elect to the terms and provisions of this Sublease and will pay recapture such space from LESSEE by giving notice 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; election not later than fifteen (15) days after receiving notice of such sublease or (2) terminating this Sublease and relieving LESSEE of all its future obligations hereunderassignment from LESSEE. In the event that LESSOR decides shall not elect so to terminate this Subleaserecapture such space for any reason, it shall be free to then LESSEE may enter into a new Sublease with the proposed new Tenant such assignment or anyone else sublease within one hundred eighty (180) days after LESSOR has elected not to recapture such space on whatever terms and conditions it choosesnot materially more favorable to the assignee or subtenant than those set forth in the notice to LESSOR. Consent If LESSEE shall not so enter into such assignment or, sublease, or if after LESSOR has elected not to recapture such space, LESSEE shall alter the terms and conditions thereof to make them materially more favorable as aforesaid, LESSEE shall again notify LESSOR and LESSOR shall have an additional fifteen (15) days within which to elect to recapture such space. In the event that LESSOR recaptures such space from LESSEE, LESSOR and LESSEE shall execute an amendment terminating this Lease as to that portion of the Premises which is recaptured by LESSOR, whether express and such termination shall be effective upon the execution of such amendment and the vacating of such space in the condition required by Section 20 hereof by LESSEE and LESSEE shall have no further liability for rent or implied, other liabilities accruing under the Lease for such recaptured space after the date of such termination (but neither party shall be released from obligations to any Transfer the other existing as of the day preceding such termination). LESSOR shall not constitute unreasonably withhold or delay its consent to a waiver of subletting or assignment requested by LESSEE, provided that: (i) in LESSOR's right reasonable judgment, the business of the proposed subtenant or assignee or the proposed use of the Premises will not adversely affect the reputation or image of the Building (subleases or assignments for governmental uses, for medical or dental offices or for health or fitness facilities being examples of businesses or uses which may adversely affect the Building's reputation or image as a first class office building); (ii) the total number of tenants (including LESSEE) occupying any floor within the Premises at any one time shall not exceed three (3), which number shall be prorated for partial floors; (iii) such sublease(s) shall not, in the aggregate, cover more than 25% of the Rentable Area of the Premises; (iv) the rent to prohibit any subsequent Transfer; nor shall be derived by such consent be deemed sublease or assignment is payable monthly at a waiver fixed rate or at a rate which is determinable from the terms of the sublease or assignment and not based on the net or gross income or profits derived by such subtenant assignee from the Premises;(v) the proposed subtenant or assignee is a reputable party of financial worth and stability sufficient in the LESSOR's right sole and reasonable judgment to terminate this Sublease perform its obligations pursuant to a sublease or assignment, and would not impose a greater load upon any subsequent Transfer. Notwithstanding anything the Premises, and the Building Services (such as janitorial and security services, if any) than is imposed by LESSEE; (vi) the sublease or assignment agreement requires payment of the rent and other amounts as required of LESSEE hereunder with respect to the contrary contained space being sublet or assigned which are in this Sublease but subject to no event less than that being offered by LESSOR for similar space in the final sentence of this paragraphBuilding under Leases then being or recently negotiated; (vii) the proposed subtenant or assignee (nor any person which, LESSEE may, upon thirty (30) days written notice to LESSOR but without LESSOR's prior written consent, and without LESSOR having any right to terminate this Sublease directly or share in any consideration or profit therefor, assign or transfer its entire interest in this Sublease and the leasehold estate hereby created, or sublease the entire demised premises, to a successor corporation of LESSEE, which for the purposes of this Sublease shall mean either (a) any corporation or other business entity which indirectly controls, is controlled by, or is under common control with, LESSEE (a "Related Corporation")the proposed assignee and, or (bsubtenant) a corporation or other business entity into which or with which LESSEE, its corporate successors or assigns, is merged or consolidated, in accordance with applicable statutory provisions not then an occupant of any part of the merger or consolidation of corporationsBuilding and within the prior six (6) months, provided that by operation of law or by effective provisions contained has not had negotiations with LESSOR to lease space in the instruments of merger or consolidation the liabilities of the corporations or other business entities participating in such merger or consolidation are assumed by the corporation or other business entity surviving such merger or consolidation, or Building; (cviii) a corporation or other business entity acquiring substantially all of LESSEE's assets located in the Premises, or (d) any successor to a successor corporation becoming such by any of the methods described in subdivisions (a), (b) and (c) above; provided, however, that LESSEE shall have no such right to assign or transfer to a Successor Corporation unless LESSEE shall is not be then in default in the performance of any of its obligations under this Sublease beyond the applicable notice Lease and cure period and (ix) LESSOR has been furnished with respect information sufficient to subdivision (c) above, make a determination as to each of the date of foregoing requirements. If LESSOR shall withhold such transfer, the purchaser has the reasonable financial ability to perform its obligations with respect to this Sublease and/or the Premises. For the purposes hereof "control" shall be deemed to mean ownership of not less than fifty percent (50%) of all of the voting stock of such corporation, or not less than fifty percent (50%) of all of the legal and equitable interest in any other business entity, or the possession of the power, directly or indirectly, to direct or cause the direction of management and policy of a corporation or other business entity, whether through the ownership of voting securities, common directors or officers, the contractual right to manage the business affairs of such business entity, or otherwise. Notwithstanding anything to the contrary contained in this Sublease (x) any sale or transfer of Lessee's capital stock through any public exchange, or redemption or issuance of additional stock of any class, shall not be deemed an assignment, subletting or any other transfer of this Sublease or the Premises and (y) any successor corporation may use the demised premises only for the permitted use described in Section 8 above, provided however that with LESSOR's prior written consent, which it shall not be unreasonably withheld or delayed, such successor corporation may use set forth in writing the demised premises for any other lawful retail use which is not in conflict with the principle use of any existing tenant of the Building at the time of such assignment. Notwithstanding the foregoing, (i) LESSEE may not Transfer this Sublease to any entity that in LESSOR's reasonable opinion is a direct competitor of LESSOR without LESSOR's prior written consent, which may be withheld or delayed in LESSOR's sole discretion, and (ii) in the event of any Transfer by LESSEE described hereunder, LESSEE shall remain jointly and severally liable to LESSOR for any and all obligations arising out of the transferee's tenancyreasons therefor.