Common use of Assignment Subletting and Encumbrance Clause in Contracts

Assignment Subletting and Encumbrance. Subtenant shall not voluntarily or involuntarily, by operation of law or otherwise, assign, sublet, mortgage or otherwise encumber all or any portion of its interest in this Sublease or in the Premises without obtaining the prior written consent of Sublandlord and Master Landlord with respect thereto, to the extent such consent is required under the terms and conditions of the Master Lease, as incorporated herein. If Master Landlord’s consent is obtained, Sublandlord shall not unreasonably withhold its consent to any proposed sublease; provided, however, that Sublandlord may require as a condition of granting any such consent that (a) Subtenant provides to Sublandlord reasonably sufficient evidence of such sublessee’s financial capability, (b) Subtenant reaffirms, in form satisfactory to Sublandlord, its continuing liability under the Sublease. Any assignment, subletting, mortgage or other encumbrance attempted by Subtenant to which Sublandlord and/or Master Landlord has not consented in writing pursuant to the provisions hereof (where such consent was required) shall be null and void and of no effect. Notwithstanding anything to the contrary in this Sublease, Sublandlord shall have no option to recapture any Contemplated Transfer Space of Subtenant, as set forth in Section 14.4 of the Master Lease.

Assignment Subletting and Encumbrance. Subtenant shall not voluntarily or involuntarily, by operation of law or otherwise, assign, sublet, mortgage or otherwise encumber all or any portion of its interest in this Sublease or in the Premises without obtaining the prior written consent of Sublandlord and Master Landlord with respect thereto, but only to the extent such consent is shall be required under the terms and conditions pursuant to Section 11 of the Master Original Lease, as incorporated herein. If Provided Master Landlord’s consent is obtained, Sublandlord shall not unreasonably withhold its consent to any proposed sublease; provided, howeverfurther, however that Sublandlord may require as a condition of granting any such consent that (ai) Subtenant provides the proposed sublessee demonstrate that its financial resources are sufficient to service its proposed obligations under such sublease, (ii) the nature of the sublessee’s proposed use of the Premises and the sublessee’s reputation shall be reasonably satisfactory to Sublandlord reasonably sufficient evidence of such sublessee’s financial capability, and (biii) Subtenant reaffirms, in form satisfactory to Sublandlord, its continuing liability under the Sublease, including that the Letter of Credit remain in place in favor of Sublandlord throughout the term of this Sublease. Except as provided above, Sublandlord may withhold in its sole and absolute discretion its consent to any assignment, mortgage, encumbrance or other transfer of this Sublease. Any assignment, subletting, mortgage or other encumbrance attempted by Subtenant to which Sublandlord and/or Master Landlord has not consented in writing pursuant to the provisions hereof (where such consent was required) shall be null and void and of no effect. Notwithstanding anything to the contrary in this Sublease, Sublandlord shall have no option to recapture any Contemplated Transfer Space of Subtenant, as set forth in Section 14.4 of the Master Lease.

Assignment Subletting and Encumbrance. Subtenant shall not voluntarily or involuntarily, by operation of law or otherwise, assign, sublet, mortgage or otherwise encumber all or any portion of its interest in this Sublease or in the Premises without obtaining the prior written consent of Sublandlord and Master Landlord with respect thereto, to the extent such consent is required under the terms and conditions of the Master Lease, as incorporated herein. If Provided Master Landlord’s consent is obtained, Sublandlord shall not unreasonably withhold its consent to any proposed sublease; provided, howeverfurther, however that Sublandlord may require as a condition of granting any such consent that (ai) the proposed Subtenant provides demonstrate that its financial resources are sufficient to Sublandlord reasonably sufficient evidence of service its proposed obligations under such sublessee’s financial capabilitysublease, (bii) the nature of the Subtenant’s proposed use of the Premises and the Subtenant’s character shall be reasonably satisfactory to Sublandlord, and (iii) Subtenant reaffirms, in form satisfactory to Sublandlord, its continuing liability under the Sublease. Except as provided above, Sublandlord may withhold in its sole and absolute discretion its consent to any assignment, mortgage, encumbrance or other transfer of this Sublease. Any assignment, subletting, mortgage or other encumbrance attempted by Subtenant to which Sublandlord and/or Master Landlord has not consented in writing pursuant to the provisions hereof (where such consent was required) shall be null and void and of no effect. Notwithstanding anything the foregoing, subject to the contrary in this Sublease, Sublandlord shall have no option to recapture any Contemplated Transfer Space of Subtenant, as set forth in Section 14.4 provisions of the Master Lease, no consent of Sublandlord shall be required in connection with any assignment of this Sublease to an Affiliate pursuant to a merger or reorganization, provided that such entity following the merger or reorganization is of an equal or greater financial worth as Subtenant as of the Effective Date, assumes all of Subtenant’s rights and obligations hereunder, and provided further that Subtenant shall provide Sublandlord with twenty (20) calendar days prior written notice of such merger or reorganization. No consent by Master Xxxxxxxx to any assignment, transfer, subletting of this Sublease in any one instance shall constitute a waiver of the necessity for such consent in a subsequent instance. Notwithstanding anything in this Sublease to the contrary, in no event for Subtenant’s fundraising purposes shall the transfer of Subtenant’s stock in connection with an initial public offering constitute an assignment of this Sublease or require Sublandlord’s consent thereto.

Assignment Subletting and Encumbrance. Subtenant 10.1 Prohibitions in General. Tenant shall not voluntarily or (whether voluntarily, involuntarily, or by operation of law or otherwise, law) (i) assign, sublettransfer, mortgage hypothecate, pledge or otherwise encumber Tenant's interest in this Lease or in the Leased Premises, (ii) allow all or any portion part of its the Leased Premises to be sublet, occupied, or used by any person other than Tenant, (iii) transfer any right appurtenant to this Lease or the Leased Premises, (iv) mortgage or encumber the Lease (or otherwise use the Lease as a security device) in any manner, or (v) permit any person to assume or succeed to any interest whatsoever in this Sublease or in the Premises Lease without obtaining the Landlord's prior written consent of Sublandlord and Master Landlord with respect theretoin each instance, to the extent such which consent is required under the terms and conditions of the Master Lease, as incorporated hereinmay not be unreasonably withheld. If Master Landlord’s consent is obtained, Sublandlord shall not unreasonably withhold its 's consent to any proposed sublease; provided, however, that Sublandlord may require as a condition of granting any such consent that (a) Subtenant provides to Sublandlord reasonably sufficient evidence of such sublessee’s financial capability, (b) Subtenant reaffirms, in form satisfactory to Sublandlord, its continuing liability under the Sublease. Any assignment, sublettingsublease, mortgage hypothecation, encumbrance, or other encumbrance attempted transfer (collectively "Transfer") shall be evidenced by Subtenant Landlord's signature on the Assumption Agreement provided for below. Unless otherwise permitted under this Article 10, any Transfer without Landlord's consent shall, at the election of Landlord, constitute an event of default by Tenant under this Lease and shall be voidable at Landlord's option. Landlord's consent to which Sublandlord and/or Master Landlord has any one such Transfer shall not consented in writing pursuant constitute a waiver of the provisions of this section with respect to any subsequent Transfer or a consent to any subsequent Transfer. Landlord's consent to any one Transfer shall not release Tenant from Tenant's obligations under this Lease. The provisions of this section expressly apply to all heirs, successors, subtenants, assigns and transferees of Tenant. All Transfers and proposed Transfers are subject to the provisions hereof (where such consent was required) shall be null and void and of no effect. Notwithstanding anything to the contrary in this Sublease, Sublandlord shall have no option to recapture any Contemplated Transfer Space of Subtenant, as set forth in Section 14.4 of the Master Leasesection.