Common use of Assignment Subletting and Recapture Clause in Contracts

Assignment Subletting and Recapture. Tenant may assign this lease in whole or in part or sublease all or part of the premises to any party, subject to the following: (a) Tenant may, at any time and from time to time, during the term of this lease, give Landlord notice of Tenant’s intention to seek to sublease all or part of the premises or to assign this lease as to all or part of the premises. Such notice shall designate (i) if a partial subletting or assignment is contemplated, the specific part of the premises to be covered by such subletting or assignment; (ii) if a subletting is contemplated, the period of such subletting; and (iii) the name and address of the contemplated sublessee or assignee, if known. Such notice shall be accompanied by a copy of a letter of intent, if any, and by such other information as may be available in written or graphic form and describe the negotiations or discussions between the parties to the contemplated assignment or sublease. For a period of fifteen (15) days from the giving of such notice, Landlord shall have a recapture option, only if seventy five (75) percent or more of the premises is sought to be assigned or subleased, whereby, in effect Landlord may cancel this lease as to all or the part of the premises (as the case may be), for the remainder of the lease term or any extended term, with the basic rent thenceforth payable under this lease and the proportionate share used in computing additional rent thenceforth payable under this lease to be reduced so as to reflect the reduction of the area of the premises resulting from such recapture. Such recapture option shall be exercised by Landlord’s giving Tenant notice of such exercise prior to the expiration of such recapture option period. Upon exercise of such recapture option Landlord and Tenant shall execute and deliver such instruments as shall be necessary to effectuate the above recapture provisions, to provide that for the remainder of the lease term or any extended term Tenant be entirely relieved of any and all obligations accruing after the effective date of the recapture as to the portion of the premises recaptured. Landlord and Tenant shall, at the request of either party, execute a memorandum in recordable form to memorialize said recapture. At the expiration of the period of time covered by the recapture the portion of the premises recaptured shall revert back to Tenant and this lease shall continue in full force and effect as if the recapture had not occurred. During the period of such recapture, alterations to the recaptured space shall be subject to Tenant’s consent, which consent shall not be unreasonably withheld or delayed. The recaptured space, including leasehold improvements thereto, which are not the property of the occupant of such space during the recapture period, shall, at the time said space reverts to Tenant, be in the same condition, subject to reasonable wear, tear and damage by fire, the elements, casualty, or other cause not due to the neglect of Landlord, such occupant or their agents, visitors, servants or licensees, as existing at the commencement of the recapture period. Notwithstanding the foregoing, in the event the Landlord elects to recapture the entire Leased Premises in response to due notice from the Tenant, the Tenant shall be relieved of any further obligation under this lease for the balance of the term, regardless of the fact that the term of the lease, by the Tenant, was less than the full term of the lease, (e.g., after the end of the first lease year Tenant gives Landlord notice of the proposed sublease of the entire premises for two (2) years, and the Landlord elects to recapture, the Tenant shall have no further obligation to perform under any of the terms and conditions of the lease). If Landlord recaptures, Tenant shall be reimbursed for cost of its improvements on a pro rata basis. All prepaid rents and security deposits shall be promptly returned to Tenant. (b) In the event that the Landlord has, but fails to exercise, the recapture option as described in Paragraph (a) of this Article, the Tenant may proceed in accordance with the notice of intention given by Tenant, to assign this lease or sublet the whole or any portion of the premises, subject to the Landlord’s prior written consent, which consent will be granted or denied within ten (10) days, which consent shall not be unreasonably withheld or delayed on the basis of the following terms and conditions: (i) Tenant shall furnish Landlord a copy of the proposed instrument of such sublease or assignment; (ii) The assignee shall assume, by written instrument, the obligations of this lease, (but only to the extent they pertain to the space covered by the assignment if less than the entire premises) for the period from and after the date of such assignment and a copy of such assumption agreement shall be furnished to the Landlord within ten (10) days of its execution; (iii) The Tenant and each assignee shall be and remain liable for the observance of all the covenants and provisions of this lease, (but only to the extent they pertain to the space covered by the assignment if less than the entire premises) including, but not limited to, the payment of basic and additional rent reserved herein, thereafter through the entire unexpired term of this lease; (c) Landlord’s consent shall not be required with respect to an assignment or transfer of this lease, or a subletting to any affiliate of the Tenant, or any firm, corporation or other organization which shall succeed to substantially all of Tenant’s business, or to any affiliate, provided that such successor firm, corporation or other organization executes an agreement assuming all of the terms, provisions and covenants of this lease on Tenant’s part to be performed and within twenty (20) business days after the execution and delivery of such an assignment, a true copy of the assignment and assumption agreement, together with a statement of the assets and net worth of the assignee are delivered to the Landlord.

Assignment Subletting and Recapture. Tenant may assign Lessee shall not transfer, assign, hypothecate or encumber this lease in whole or in any right or interest therein, nor sublet the Premises or any part or sublease all or part thereof, nor permit the use of the premises Premises, except for Lessee's own purposes, by any person or persons other than Lessee, without in each case obtaining the prior written consent of Lessor. Furthermore, this Lease shall not, nor shall any interest therein, be assignable, as to the interest of Lessee, by operation of law, without the written consent of Lessor first had and obtained, (such consent not to be unreasonably withheld). A consent by Lessor to one assignment, subletting, occupation or use by any other person, whether by operation of law or otherwise, shall not be deemed to be a consent to any partysubsequent assignment subletting, subject occupation or use by any other person, nor shall it be deemed as a waiver of the necessity for a consent to any subsequent assignment, subletting or use by persons other than Lessee. Any such assignment or subletting, whether by operation of law or otherwise, without such written consent first had and obtained shall be void, and shall, at the following: option of Lessor, terminate this lease. If Lessee desires at any time to assign or otherwise transfer this Lease, it shall first notify Lessor of its desire to do so and shall submit in writing to Lessor: (a) Tenant may, at any time and from time to time, during the term of this lease, give Landlord notice of Tenant’s intention to seek to sublease all or part name of the premises or to assign this lease as to all or part proposed assignee; (b) the nature of the premises. Such notice shall designate (i) if a partial subletting or assignment is contemplated, the specific part of the premises proposed assignee's business to be covered by such subletting or assignmentcarried on in the Premises; (iic) if a subletting is contemplated, the period copy of any agreements to be entered into concurrently with such sublettingassignment; and (iiid) such financial information as Lessor may reasonably request concerning the name proposed assignee. Lessor hereby reserves the right to condition any such approval upon Lessor's determination that the proposed assignee is financially responsible as a Lessee and address that the proposed assignee is likely to conduct a business on the Premises of a type and quality substantially equal to that conducted by Lessee. Lessee agrees that it shall be reasonable for Lessor to withhold Lessor's approval of any assignment or sublease of this Lease if the proposed rent is higher than the amount of rent that is stated in this Lease or if Lessee is to receive as a condition of the contemplated sublessee assignment or assigneeLease any bonus, if known. Such notice shall be accompanied by a copy of a letter of intent, if any, and by such key money or any other information as may be available in written or graphic form and describe the negotiations or discussions between the parties to the contemplated consideration for said assignment or sublease. For a period of fifteen (15) days from the giving of such notice, Landlord shall have a recapture option, only if seventy five (75) percent or more of the premises is sought to be assigned or subleased, whereby, in effect Landlord may cancel this lease as to all or the part of the premises (as the case may be), for the remainder of the lease term or any extended term, with the basic rent thenceforth payable under this lease and the proportionate share used in computing additional rent thenceforth payable under this lease to be reduced so as to reflect the reduction of the area of the premises resulting from such recapture. Such recapture option shall be exercised by Landlord’s giving Tenant notice of such exercise prior to the expiration of such recapture option period. Upon exercise of such recapture option Landlord and Tenant shall execute and deliver such instruments as shall be necessary to effectuate the above recapture provisions, to provide that for the remainder of the lease term or any extended term Tenant be entirely relieved of any and all obligations accruing after the effective date of the recapture as to the portion of the premises recaptured. Landlord and Tenant shall, at the request of either party, execute a memorandum in recordable form to memorialize said recapture. At the expiration of the period of time covered by the recapture the portion of the premises recaptured shall revert back to Tenant and this lease shall continue in full force and effect as if the recapture had not occurred. During the period of such recapture, alterations to the recaptured space shall be subject to Tenant’s consent, which consent shall not be unreasonably withheld or delayed. The recaptured space, including leasehold improvements thereto, which are not the property of the occupant of such space during the recapture period, shall, at the time said space reverts to Tenant, be in the same condition, subject to reasonable wear, tear and damage by fire, the elements, casualty, or other cause not due to the neglect of Landlord, such occupant or their agents, visitors, servants or licensees, as existing at the commencement of the recapture period. Notwithstanding the foregoing, in the event the Landlord elects to recapture the entire Leased Premises in response to due notice from the Tenant, the Tenant shall be relieved of any further obligation under this lease for the balance of the term, regardless of the fact that the term of the lease, by the Tenant, was less than the full term of the lease, (e.g., after the end of the first lease year Tenant gives Landlord notice of the proposed sublease of the entire premises for two (2) years, and the Landlord elects to recapture, the Tenant shall have no further obligation to perform under any of the terms and conditions of the lease). If Landlord recaptures, Tenant shall be reimbursed for cost of its improvements on a pro rata basis. All prepaid rents and security deposits shall be promptly returned to Tenant. (b) In the event that the Landlord has, but fails to exercise, the recapture option as described in Paragraph (a) of this Article, the Tenant may proceed in accordance with the notice of intention given by Tenant, Lessee's right to assign this lease or sublet the whole or any portion of the premises, subject to the Landlord’s prior written consent, which consent will be granted or denied within ten (10) days, which consent premises shall not be unreasonably withheld or delayed on the basis by Lessor. The discovery of the following terms and conditions: (i) Tenant shall furnish Landlord a copy of the proposed instrument of such sublease fact that any financial statement or assignment; (ii) The assignee shall assumeany other fact, relied upon by written instrument, the obligations of this lease, (but only to the extent they pertain to the space covered by the assignment if less than the entire premises) for the period from and after the date of such assignment and a copy of such assumption agreement shall be furnished to the Landlord within ten (10) days of Lessor in giving its execution; (iii) The Tenant and each assignee shall be and remain liable for the observance of all the covenants and provisions of this lease, (but only to the extent they pertain to the space covered by the assignment if less than the entire premises) including, but not limited to, the payment of basic and additional rent reserved herein, thereafter through the entire unexpired term of this lease; (c) Landlord’s consent shall not be required with respect to an assignment or transfer of this leasesubletting was materially false shall, at Lessor's election, render Lessor's consent null and void. If Lessor shall consent to any assignment subletting, or a subletting to any affiliate of the Tenantuse by persons other than Lessee, neither Lessee or any firm, corporation or other organization which assignee shall succeed to substantially all be relieved of Tenant’s business, or to any affiliate, provided that such successor firm, corporation or other organization executes an agreement assuming all of the terms, provisions and covenants of this lease on Tenant’s part to be performed and within twenty (20) business days after the execution and delivery of such an assignment, a true copy of the assignment and assumption agreement, together with a statement of the assets and net worth of the assignee are delivered to the Landlord.liability hereunder. Initial_______

Assignment Subletting and Recapture. Section 4.01 The Tenant may assign will not sell, assign, mortgage or transfer this lease in whole ------------ Lease, or in part sublet or sublease all or part of the premises to any party, subject to the following: (a) Tenant may, at any time and from time to time, during the term of this lease, give Landlord notice of Tenant’s intention to seek to sublease all or part of rent the premises or any part thereof, or permit the same or any part thereof to assign this lease as be used or occupied by anybody other than the Tenant or the Tenant's employees, without the prior written consent of the Landlord, which Landlord agrees not to unreasonably withhold or delay. Landlord shall not be required to consent to a sublet of all or part a portion of the premisesDemised Premises or to an assignment of this Lease to any person, firm, corporation, or other entity which, in the one (1) year preceding said requested sublet/assignment, said person, firm corporation, or other entity, or any investor, owner, shareholder or partner thereof has been or is a Tenant in the Park. Such Any sale, assignment, mortgage, transfer or subletting of this Lease which is not in compliance with the provisions of this paragraph and the following paragraphs shall be of no effect and void. If Tenant shall desire to sublet the Demised Premises, Tenant shall give written notice thereof to Landlord requesting Landlord's consent thereto which notice shall designate set forth a proposed commencement date (i"Proposed Effective Date") if a partial subletting or assignment is contemplated, the specific part of the premises sublease term, which is not less than 45 nor more than 90 days after the sending of said notice and attached to be covered by such subletting or assignment; (ii) if a subletting is contemplated, the period of such subletting; and (iii) the name and address of the contemplated sublessee or assignee, if known. Such said notice shall be accompanied by a copy of a letter the proposed sublease agreement and of intentall agreements collateral thereto. The form of said sublease agreement shall be subject to Landlord's approval and, if anyamong other things, the subtenant shall agree to be bound by all of the terms and by such other information as may be available provisions contained in this Lease Agreement. Landlord, within 10 business days after receipt of said notice shall give Tenant written notice of Landlord's consent or graphic form and describe lack of consent to Tenant's said request. In the negotiations or discussions between event Landlord does not so notify Tenant within the parties to the contemplated assignment or sublease. For a period of fifteen (15) days from the giving of such noticesaid ten business day period, Landlord shall be deemed to have a recapture option, only if seventy five (75) percent consented to Tenant's said request for consent. In the event of any sublease of all or more any portion of the premises is sought to be assigned Demised Premises where the rental reserved in the sublease exceeds the rental or subleased, whereby, in effect Landlord may cancel this lease as to all or the part pro rata portion of the premises (rental, as the case may be), for such space reserved in the remainder of the lease term or any extended termLease, with the basic rent thenceforth payable under this lease and the proportionate share used in computing additional rent thenceforth payable under this lease to be reduced so as to reflect the reduction of the area of the premises resulting from such recapture. Such recapture option shall be exercised by Landlord’s giving Tenant notice of such exercise prior to the expiration of such recapture option period. Upon exercise of such recapture option Landlord and Tenant shall execute and deliver such instruments pay the Landlord monthly, as shall be necessary to effectuate the above recapture provisions, to provide that for the remainder of the lease term or any extended term Tenant be entirely relieved of any and all obligations accruing after the effective date of the recapture as to the portion of the premises recaptured. Landlord and Tenant shalladditional rent, at the request same time as the monthly installments of either partyrent hereunder, execute a memorandum in recordable form to memorialize said recapture. At the expiration 10%* of the period excess of time covered the rental reserved in the sublease over the rental reserved in this Lease applicable to the sublease space.** If this Lease be assigned, sublet or transferred in any manner whatsoever, such assignment or transfer shall be upon and subject to all of the covenants, provisions and conditions contained in this Lease and, notwithstanding any consent by the recapture the portion of the premises recaptured shall revert back Landlord to Tenant and this lease shall continue in full force and effect as if the recapture had not occurred. During the period of any such recapture, alterations to the recaptured space shall be subject to Tenant’s consent, which consent shall not be unreasonably withheld assignment or delayed. The recaptured space, including leasehold improvements thereto, which are not the property of the occupant of such space during the recapture period, shall, at the time said space reverts to Tenant, be in the same condition, subject to reasonable wear, tear and damage transfer or any subletting by fire, the elements, casualty, or other cause not due to the neglect of Landlord, such occupant or their agents, visitors, servants or licensees, as existing at the commencement of the recapture period. Notwithstanding the foregoing, in the event the Landlord elects to recapture the entire Leased Premises in response to due notice from the Tenant, the Tenant shall continue to be relieved of and remain the primary obligor hereunder. Any consent by the Landlord to any further obligation under such assignment, transfer, subletting or other matter or thing contained in this lease for paragraph shall not in any way be construed to relieve the balance Tenant from obtaining the prior consent of the termLandlord to any other or further such assignment, regardless of the fact that the term of the leasetransfer, by the Tenantsubletting, was less than the full term of the leasematter or thing. Tenant agrees to pay Landlord, (e.g., after the end of the first lease year Tenant gives Landlord notice of the proposed sublease of the entire premises for two (2) years, and the Landlord elects to recaptureon demand, the reasonable costs incurred to Landlord's attorney in connection with any request by Tenant shall have no further obligation for Landlord to perform under consent to any of the terms and conditions of the lease). If Landlord recaptures, Tenant shall be reimbursed for cost of its improvements on a pro rata basis. All prepaid rents and security deposits shall be promptly returned to Tenant. (b) In the event that the Landlord has, but fails to exercise, the recapture option as described in Paragraph (a) of this Article, the Tenant may proceed in accordance with the notice of intention given assignment or subletting by Tenant, to assign this lease or sublet the whole or any portion of the premisesincluding reasonable attorney's fees. See Rider 1, subject to the Landlord’s prior written consent, which consent will be granted or denied within ten (10) days, which consent shall not be unreasonably withheld or delayed on the basis of the following terms and conditions: (i) Tenant shall furnish Landlord a copy of the proposed instrument of such sublease or assignment; (ii) The assignee shall assume, by written instrument, the obligations of this lease, (but only to the extent they pertain to the space covered by the assignment if less than the entire premises) for the period from and after the date of such assignment and a copy of such assumption agreement shall be furnished to the Landlord within ten (10) days of its execution; (iii) The Tenant and each assignee shall be and remain liable for the observance of all the covenants and provisions of this lease, (but only to the extent they pertain to the space covered by the assignment if less than the entire premises) including, but not limited to, the payment of basic and additional rent reserved herein, thereafter through the entire unexpired term of this lease; (c) Landlord’s consent shall not be required with respect to an assignment or transfer of this lease, or a subletting to any affiliate of the Tenant, or any firm, corporation or other organization which shall succeed to substantially all of Tenant’s business, or to any affiliate, provided that such successor firm, corporation or other organization executes an agreement assuming all of the terms, provisions and covenants of this lease on Tenant’s part to be performed and within twenty (20) business days after the execution and delivery of such an assignment, a true copy of the assignment and assumption agreement, together with a statement of the assets and net worth of the assignee are delivered to the LandlordParagraph 54.