Common use of Assignment Subleasing Clause in Contracts

Assignment Subleasing. In connection with any request by Lessee for consent by Lessor to an assignment by Lessee of the Lease and/or a sublease of all or a portion of the Premises, Lessor shall be entitled to take into account any fact or factor which Lessor reasonably deems relevant to such 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 proposed assignee or subtenant (which shall be at least equal to that of Lessee as of the date of execution of this Lease), including the adequacy of its working capital to pay all expenses anticipated in connection with any remodeling of the 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 Lease or any Default by Lessee under this Lease which, with the passage of time and/or the giving of notice, would constitute a Breach under this Lease. In connection with any assignment or subletting, Lessee shall pay to Lessor fifty percent (50%) of the excess, if any, of (i) in the case of an assignment, the rental and other 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 Lease, or (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 assignment of Lessee’s interest shall, whether or not expressly so stated, be conditioned upon such assignee assuming in writing all obligations of Lessee hereunder by a written instrument satisfactory to Lessor.

Assignment Subleasing. In connection with The Lessee shall not assign or sublet or otherwise transfer, voluntarily or involuntarily, the whole or any request by Lessee for consent by Lessor to an assignment by Lessee part of the Lease and/or a sublease of all Premises or a portion 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 Premisesterms of the assignment, Lessor shall be entitled to take into account any fact transfer or factor which Lessor reasonably deems relevant to such 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 sublet and that the proposed assignee or subtenant (which shall be at least equal to that sublessee is of Lessee as 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 date Building and do not pose a material risk of execution 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), including the adequacy of its working capital to pay all expenses anticipated in connection with any remodeling of the 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 Lease or any Default by Lessee under this Lease which, with the passage of time and/or the giving of notice, would constitute a Breach under this Lease. In connection with Upon any assignment or subletting, Lessee shall pay and deliver to Lessor fifty percent (50%) 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 excessvalidity of the assignment or sublet that the assignee or sublessee agree directly with Lessor, if anyin 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) in the case sells substantially all of an assignment, the rental and other 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 Leaseits 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 case 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 a subleasespace 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 (calculated separately for the Original Space and the New Space), the monthly Rent amount proposed 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 96,000. 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 sublessee over the proportionate amount of rental and other payment obligations required to be paid by Lessee to the Lessor under in accordance with the terms first sentence of this Lease as applicable to paragraph. For purposes of this paragraph, rent actually paid each month by the portion of the Premises so subleased. Moreover, Lessor sublessee 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 considered the rent the sublessee is not impaired or diminished by such assignment or sublease. In no event shall there be any substantial change in paying 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 assignment of Lessee’s interest shall, whether or not expressly so statedthe sublessee is in default on an obligation to pay a higher amount, be conditioned upon and whether or not such assignee assuming in writing all obligations of Lessee hereunder by payment includes an arrearage from a written instrument satisfactory to Lessorpreceding month.

Assignment Subleasing. Lessee shall not assign, sublet, underlet, mortgage, pledge or encumber (collectively referred to as "Transfer") this lease without Lessor's prior written consent; such consent not to be unreasonably withheld or delayed. Lessor's refusal to consent to a Transfer for any use or purpose other than as specifically stated in Article VI herein shall not be deemed to be an unreasonable withholding of consent. In connection with any request by the event that Lessee for desires to Transfer this lease to a proposed new Lessee to whom Lessor is required to give its reasonable consent by Lessor pursuant to an assignment by Lessee of the Lease and/or a sublease of all or a portion of the Premisesforegoing paragraph, Lessor shall be entitled have the option of either (1) allowing Lessee to take into account any fact or factor transfer this lease, in which case Lessee shall remain primarily liable upon all the terms, conditions and covenants hereof, will deliver to Lessor reasonably deems relevant to such decision, including but not necessarily limited an instrument executed by the Transferree binding the same to the following, all of which are agreed to be reasonable factors for Lessor’s consideration: a. Financial strength of the proposed assignee or subtenant (which shall be at least equal to that of Lessee as of the date of execution terms and provisions of this Lease), including the adequacy of its working capital to pay all expenses anticipated in connection with any remodeling of the Premises; b. Experience of the proposed assignee or subtenant with respect to businesses of the type lease 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 Lease or any Default by Lessee under this Lease which, with the passage of time and/or the giving of notice, would constitute a Breach under this Lease. In connection with any assignment or subletting, Lessee shall will pay to Lessor fifty percent 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 (50%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 excess, if any, of (i) in the case of an assignment, the rental and other 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 event that Lessor decides to terminate this Lease, or (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 it shall be entitled free to be reasonably satisfied that each enter into a new lease with the proposed new Lessee or anyone else on whatever terms 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 subleaseconditions it chooses. 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 Consent by Lessor. Lessor and Lessee acknowledge that the , whether express standards and provisions set forth in this Lease dealing with assignment and subleaseor implied, 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 Transfer shall not constitute a waiver of Lessor's right to prohibit any proposed assignee or subtenant or entitle Lessee subsequent Transfer; nor shall such consent be deemed a waiver of Lessor's right to terminate this Lease or to lease upon any abatement of rent. Approval of any assignment of Lessee’s interest shall, whether or not expressly so stated, be conditioned upon such assignee assuming in writing all obligations of Lessee hereunder by a written instrument satisfactory to Lessorsubsequent Transfer.

Assignment Subleasing. In connection with The Lessee shall not assign, sublet, mortgage, pledge encumber or otherwise transfer the whole or any request by Lessee for consent by Lessor to an assignment by Lessee part of the Lease and/or a Premises without Lessor’s prior written consent, which consent shall not be unreasonably withheld or delayed, except that Lessor’s consent will not be required (but thirty (30) days prior written notice shall be given) for any sublease or assignment of all or a any portion of the PremisesPremises to affiliates or subsidiaries of Lessee, Lessor shall be entitled or to take into account any fact successor resulting from an acquisition, merger or factor which Lessor reasonably deems relevant consolidation, provided such entity has a financial position equal or better to such decision, including but not necessarily limited to the following, all of which are agreed to be reasonable factors for LessorXxxxxx’s consideration: a. Financial strength of the proposed assignee or subtenant (which shall be at least equal to that of Lessee as financial position of the date of execution of this Lease). Notwithstanding such consent, including Lessee shall remain liable to Lessor for the adequacy payment of its working capital to pay all expenses anticipated in connection with any remodeling rent and for the full performance of the Premises; b. Experience covenants and conditions of this Lease. If this Lease is assigned or if the Premises or any part thereof is sublet, the Lessor may collect rent and other charges from the assignee or Sublessee and apply the net amount collected to the rent and other charges due from the Lessee hereunder, but no such assignment, subletting, collection, or modification of any provisions of this lease shall be deemed to be a waiver of the proposed Lessee’s covenant not to so assign or sublet or to be an acceptance of the assignee or subtenant with respect Sublessee as a Lessee or to businesses be a release 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 Lessee 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 Lease or any Default by Lessee under this Lease which, with the passage of time and/or the giving of notice, would constitute a Breach is obligations under this Lease. In connection The Lessee shall be responsible for all of Lessor’s reasonable and actual costs associated with the 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 subletting, sublease. The Lessee shall pay to Lessor fifty percent (50%) the Lessor, as and when the same becomes due under any permitted sublease, on half of the excessany rent, if any, of (i) in the case of an assignment, the rental additional rent and other 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 Lease, or (ii) in the case of a sublease, the amount proposed to be paid sums received by the sublessee over Lessee on account of such subletting which shall exceed 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 rent payable to the portion of Lessor hereunder and any reasonable expenses incurred by 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 assignment of Lessee’s interest shall, whether or not expressly so stated, be conditioned upon such assignee assuming in writing all obligations of Lessee hereunder by a written instrument satisfactory to Lessorsubletting.

Assignment Subleasing. In connection with LESSEE shall not have the right to assign or pledge this Lease or to sublet the whole or any request part of the Premises whether voluntarily or by Lessee for operation of law, or permit the use or occupancy of the Premises by anyone other than LESSEE, and shall not make, suffer or permit such assignment, subleasing or occupancy without the prior written consent by Lessor of LESSOR, such consent not to an assignment by Lessee be unreasonably withheld, conditioned or delayed, and said restrictions shall be binding upon any and all assignees of the Lease and/or a sublease of all or a portion and subtenants of the Premises. If LESSOR elects to grant such consent, Lessor LESSEE shall be entitled remain liable to take into account any fact or factor which Lessor reasonably deems relevant to such decision, including but not necessarily limited to LESSOR for the following, payment of all of which are agreed to be reasonable factors rent and for Lessor’s consideration: a. Financial strength the full performance of the proposed assignee or subtenant (which shall be at least equal to that covenants and conditions of Lessee as of the date of execution of this Lease), including the adequacy of its working capital to pay all expenses anticipated in connection with any remodeling of the 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 Lease or any Default by Lessee under this Lease which, with the passage of time and/or the giving of notice, would constitute a Breach under this Lease. In connection with any request by LESSEE for consent to an assignment or sublettingsublet, Lessee 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 fifty LESSOR one hundred percent (50100%) of the 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 operate to vest any right or interest in this Lease or in the leased Premises or be deemed to be the written consent of LESSOR 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 anythe 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 that LESSEE shall desire to enter into an assignment or sublease to any party other than an Affiliate, then LESSEE shall give LESSOR notice thereof and LESSOR may elect to recapture such space from LESSEE by giving notice to LESSEE of such election not later than fifteen (15) days after receiving notice of such sublease or assignment from LESSEE. In the event that LESSOR shall not elect so to recapture such space for any reason, then LESSEE may enter into such assignment or sublease within one hundred eighty (180) days after LESSOR has elected not to recapture such space on terms and conditions not materially more favorable to the assignee or subtenant than those set forth in the notice to LESSOR. 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, 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 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 the other existing as of the day preceding such termination). LESSOR shall not unreasonably withhold or delay its consent to a subletting or assignment requested by LESSEE, provided that: (i) in the case of an assignmentLESSOR's reasonable judgment, the rental and other payment obligations business of the proposed subtenant or assignee under or the terms of the proposed assignment over the rental and other payment obligations of Lessee under the terms of this Lease, or (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 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 be derived by such sublease or assignment is payable monthly at a 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 sole and reasonable judgment to perform its obligations pursuant to a sublease or assignment, and would not impose a greater load upon the Premises, and the nature Building Services (such as janitorial and quality security services, if any) than is imposed by LESSEE; (vi) the sublease or assignment agreement requires payment of the Buildings rent and Project. No withholding other amounts as required of consent LESSEE hereunder with respect to the space being sublet or assigned which are in no event less than that being offered by Lessor LESSOR for similar space in the Building under Leases then being or recently negotiated; (vii) the proposed subtenant or assignee (nor any reason deemed sufficient by Lessor shall give rise to any claim by Lessee person which, directly or any indirectly controls, is controlled by, or is under common control with, the proposed assignee and, or subtenant or entitle Lessee to terminate this Lease or to any abatement of rent. Approval subtenant) is not then an occupant of any assignment part of Lessee’s interest shallthe Building and within the prior six (6) months, whether or has not expressly so statedhad negotiations with LESSOR to lease space in the Building; (viii) LESSEE is not then in default of its obligations under the Lease and (ix) LESSOR has been furnished with information sufficient to make a determination as to each of the foregoing requirements. If LESSOR shall withhold such consent, be conditioned upon such assignee assuming it shall set forth in writing all obligations of Lessee hereunder by a written instrument satisfactory to Lessorthe reasons therefor.