Common use of Assignment/Sublicense Clause in Contracts

Assignment/Sublicense. Licensee may not assign, sublicense or in any other manner transfer or encumber this License Agreement or Licensee's rights hereunder. This License Agreement and the License granted hereby are personal to Licensee. Notwithstanding any of the foregoing, Licensor’s consent shall not be required for an assignment to a Licensee Affiliate (as hereinafter defined), , as long as (i) Licensee gives reasonable prior or subsequent notice to Licensor of the assignment, (ii) the assignee has a net worth reasonably sufficient to be able to satisfy the remaining Licensee obligations under this License Agreement, and (iii) such assignee assumes the obligations of Licensee under this License Agreement (unless such assumption is not legally required to obligate the successor (e.g. in connection with a merger)). As used herein, the term "Licensee Affiliate" shall mean any entity (i) which acquires all or substantially all of the assets and business or stock of the Licensee under this License Agreement for a purpose other than to circumvent the provisions of this Section 10; (ii) which results from a merger or consolidation with the Licensee under this License Agreement; or (iii) which is controlled by, controls, or is under common control with, the Licensee under this License Agreement. The term "control" as used in this License Agreement means the power to directly or indirectly direct or cause the direction of the management and policies of Licensee, through the ownership of voting securities or other ownership interests. All terms of this License Agreement shall continue to apply with respect to an assignment to a Licensee Affiliate, and the original named Licensee shall continue to remain liable to Licensor, on a joint and several basis with the assignee, for all obligations and liabilities of the “Licensee” hereunder (i.e., unless the assigning "Licensee" ceases to exist as a separate legal entity as a result of the transaction giving rise to the permitted assignment to a Licensee Affiliate under this Section 10, such as in the case of a merger, whereupon only the surviving assignee shall remain so liable hereunder).

Assignment/Sublicense. This Agreement and all rights and obligations of Licensee hereunder may not assignbe assigned by Licensee or subject to a sublicense without the prior written consent of Licensor; provided, sublicense or in any other manner transfer or encumber this License Agreement or Licensee's rights hereunder. This License Agreement and the License granted hereby are personal to Licensee. Notwithstanding however, that Licensee may, without such consent, (a) grant sublicenses of any of the foregoingrights granted pursuant to Section 2, Licensor’s consent in each case to any current or future affiliate of Licensee but only so long as such affiliate remains an affiliate (in which case Licensee shall not continue to be required for an assignment to a Licensee Affiliate (as hereinafter definedbound by the terms of this Agreement), , as long as or (b) (i) Licensee gives reasonable prior assign this Agreement to a purchaser or subsequent notice to Licensor transferee of the assignment, (ii) the assignee has a net worth reasonably sufficient to be able to satisfy the remaining Licensee obligations under this License Agreement, and (iii) such assignee assumes the obligations of Licensee under this License Agreement (unless such assumption is not legally required to obligate the successor (e.g. in connection with a merger)). As used herein, the term "Licensee Affiliate" shall mean any entity (i) which acquires all or substantially all of the assets and business Newco Business or stock (ii) grant sublicenses of any of the Licensee under rights granted pursuant to Section 2 for any facility or business that is part of the Newco Business to any purchaser or transferee of all or substantially all of such facility or business; provided that in each case the assignee or sublicensee agrees to be bound by the terms and conditions of this License Agreement for a purpose by executing an acknowledgement in the form and substance acceptable to Licensor. Licensor may not license any of the Retained Licensed Intellectual Property to any Person engaged in Competitive Activities (as defined in the Contribution and Distribution Agreement), including selling goods or services of the type sold by the Newco Business in North America, other than to circumvent the provisions (i) a current or future affiliate of this Section 10; Licensor or (ii) which results a purchaser or transferee of all or substantially all of any affiliate or facility of Licensor. Any transfer or other disposition by Licensor of any Retained Licensed Intellectual Property will be made subject to the terms of this Agreement and the person or entity acquiring such Retained Licensed Intellectual Property from a merger or consolidation with Licensor shall agree to be bound by the Licensee under terms and conditions of this License Agreement; or (iii) which is controlled by, controls, or is under common control with, the Licensee under this License AgreementAgreement by executing an acknowledgement in form and substance acceptable to Licensee. The term "control" as “affiliate” used in this License Agreement means the power to directly or indirectly direct or cause the direction of the management and policies of Licensee, through the ownership of voting securities or other ownership interests. All terms of this License Agreement shall continue have the meaning given to apply with respect to an assignment to a Licensee Affiliate, and the original named Licensee shall continue to remain liable to Licensor, on a joint and several basis with the assignee, for all obligations and liabilities of the “Licensee” hereunder (i.e., unless the assigning "Licensee" ceases to exist as a separate legal entity as a result of the transaction giving rise to the permitted assignment to a Licensee Affiliate under this Section 10, such as term in the case of a merger, whereupon only the surviving assignee shall remain so liable hereunder)Contribution and Distribution Agreement.

Assignment/Sublicense. Licensee may Tenant shall not assign, sublicense sublicense, or otherwise transfer the Rooftop Rights or any portion there of without Landlord’s prior written consent, which Landlord shall determine in any other manner transfer or encumber this License Agreement or Licensee's rights hereunderits sole discretion. This License Agreement and the License granted hereby are personal to Licensee. Notwithstanding any of Not withstanding the foregoing, LicensorTenant shall have the right, without Landlord’s consent shall not be required for an assignment consent, but upon written notification to a Licensee Affiliate (as hereinafter defined)Landlord, , as long as (i) Licensee gives reasonable prior to assign or subsequent notice sublicense Tenant’s Rooftop Rights to Licensor of the assignment, (ii) the any permitted subtenant or assignee has a net worth reasonably sufficient to be able to satisfy the remaining Licensee obligations under this License Agreement, and (iii) such assignee which assumes the obligations of Licensee under this License Agreement (unless such assumption is not legally required to obligate the successor (e.g. in connection with a merger)). As used herein, the term "Licensee Affiliate" shall mean any entity (i) which acquires all or substantially all of the assets and business or stock of the Licensee under this License Agreement for a purpose other than to circumvent the provisions of this Section 10; (ii) which results from a merger or consolidation with the Licensee under this License Agreement; or (iii) which is controlled by, controls, or is under common control with, the Licensee under this License Agreement. The term "control" as used in this License Agreement means the power to directly or indirectly direct or cause the direction of the management and policies of Licensee, through the ownership of voting securities or other ownership interests. All terms of this License Agreement shall continue to apply with respect to an assignment to a Licensee AffiliateTenant, and continues the original named Licensee same permitted use set for the in the terms and conditions set forth herein. Landlord must be given prior written notice of any such assignment or sublicense, and failure to do so shall continue to remain liable to Licensor, on be a joint and several basis with the assignee, for all obligations and liabilities default by Tenant hereunder. Acceptance of the “Licensee” hereunder (i.e., unless the assigning "Licensee" ceases to exist as a separate legal entity as a result of the transaction giving rise to the Rooftop Rent payments by Landlord after any non-permitted assignment shall not constitute approval thereof by Landlord. In no event shall Tenant’s Rooftop Rights be assignable by operation of any law, and Tenant’s rights hereunder may not become, and shall not be listed by Tenant s an asset under any bankruptcy, insolvency or reorganization proceedings. Tenant is not, may not become, and shall never represent itself to be an agent of Landlord, and Tenant acknowledges that Landlord’s title is paramount, and that it can do nothing to affect or impair Landlord’s title. If Tenant’s Rooftop Rights shall be assigned or sublicensed by Tenant at a Licensee Affiliate under this Section 10Rooftop Rent that exceeds the Rooftop Rent to be paid to Landlord hereunder, then any such as in the case of a merger, whereupon only the surviving assignee excess shall remain so liable hereunder).be paid over to Landlord by Tenant. EXHIBIT D-1 TO ROOFTOP LICENSE AGREEMENT [Equipment] lxiii EXHIBIT E [MONUMENT SIGNAGE] EXHIBIT F [NON-DISTURBANCE AND ATTORNMENT AGREEMENT]

Assignment/Sublicense. This Agreement and all rights and obligations of Licensee hereunder may not assignbe assigned by Licensee or subject to a sublicense without the prior written consent of Licensor; provided, sublicense or in any other manner transfer or encumber this License Agreement or Licensee's rights hereunder. This License Agreement and the License granted hereby are personal to Licensee. Notwithstanding however, that Licensee may, without such consent, (a) grant sublicenses of any of the foregoingrights granted pursuant to Section 2, Licensor’s consent in each case to any current or future affiliate of Licensee but only so long as such affiliate remains an affiliate (in which case Licensee shall not continue to be required for an assignment to a Licensee Affiliate (as hereinafter definedbound by the terms of this Agreement), , as long as or (b) (i) Licensee gives reasonable prior assign this Agreement to a purchaser or subsequent notice to Licensor transferee of the assignment, (ii) the assignee has a net worth reasonably sufficient to be able to satisfy the remaining Licensee obligations under this License Agreement, and (iii) such assignee assumes the obligations of Licensee under this License Agreement (unless such assumption is not legally required to obligate the successor (e.g. in connection with a merger)). As used herein, the term "Licensee Affiliate" shall mean any entity (i) which acquires all or substantially all of the assets and business Newco Business or stock (ii) grant sublicenses of any of the Licensee under rights granted pursuant to Section 2 for any facility or business that is part of the Newco Business to any purchaser or transferee of all or substantially all of such facility or business; provided that in each case the assignee or sublicensee agrees to be bound by the terms and conditions of this License Agreement for a purpose by executing an acknowledgement in the form and substance acceptable to Licensor. Licensor may not license any of the Retained Licensed Intellectual Property to any Person engaged in Competitive Activities (as defined in the Contribution and Distribution Agreement), including selling goods or services of the type sold by the Newco Business in North America, other than to circumvent the provisions (i) a current or future affiliate of this Section 10; Licensor or (ii) which results a purchaser or transferee of all or substantially all of any affiliate or facility of Licensor. Any transfer or other disposition by Licensor of any Retained Licensed Intellectual Property will be made subject to the terms of this Agreement and the person or entity acquiring such Retained Licensed Intellectual Property from a merger or consolidation with Licensor shall agree to be bound by the Licensee under terms and conditions of this License Agreement; or (iii) which is controlled by, controls, or is under common control with, the Licensee under this License AgreementAgreement by executing an acknowledgement in form and substance acceptable to Licensee. The term "control" as “affiliate” used in this License Agreement means the power to directly or indirectly direct or cause the direction of the management and policies of Licensee, through the ownership of voting securities or other ownership interests. All terms of this License Agreement shall continue have the meaning given to apply with respect to an assignment to a Licensee Affiliate, and the original named Licensee shall continue to remain liable to Licensor, on a joint and several basis with the assignee, for all obligations and liabilities of the “Licensee” hereunder (i.e., unless the assigning "Licensee" ceases to exist as a separate legal entity as a result of the transaction giving rise to the permitted assignment to a Licensee Affiliate under this Section 10, such as term in the case Contribution and Distribution Agreement. Table of a merger, whereupon only the surviving assignee shall remain so liable hereunder).Contents

Assignment/Sublicense. Licensee shall not, without the prior written consent of Licensor (which consent may not be granted or withheld at Licensor's sole discretion) assign, transfer, or sublicense or in any other manner transfer or encumber this License Agreement or Licensee's rights hereunder. This License Agreement and the License granted hereby are personal to Licensee. Notwithstanding any of the foregoingits rights or obligations hereunder, except that Licensee, without Licensor’s consent shall not be required for an assignment to a Licensee Affiliate (as hereinafter defined)'s consent, , as long as may: (i) Licensee gives reasonable prior grant sublicenses or subsequent notice assign any of its rights or obligations hereunder to Licensor any of its controlled Affiliates for use in the assignment, Flexible Packaging Industry; and (ii) assign or license the assignee has a net worth reasonably sufficient to be able to satisfy the remaining Licensee rights and obligations under this License Agreement, and (iii) such assignee assumes the obligations of Licensee under this License Agreement (unless such assumption is not legally required to obligate the successor (e.g. in connection with a merger)). As used herein, the term "Licensee Affiliate" shall mean any entity (i) which acquires all or substantially all of the assets and business or stock of the Licensee under this License Agreement for a purpose other than collateral security purposes to circumvent any lender providing financing to Licensee or its Affiliates, provided that such lender is bound by the termination provisions of this Section 10; (ii) which results from a merger or consolidation with the Licensee under this License Agreement; or (iii) which is controlled by, controls, or is under common control with, the Licensee under contained in this License Agreement. The term "control" as used in In addition, Licensee may assign its rights and obligations under this License Agreement means the power to directly or indirectly direct or cause the direction of the management and policies any purchaser of Licensee, through the ownership of voting securities or other ownership interests. All terms of 's business to which this License Agreement shall continue relates ("Assignee"), other than a "Prohibited Assignee" (as set forth below), upon thirty (30) days written notice to apply with respect to an assignment to a Licensee Affiliate, and the original named Licensee shall continue to remain liable to Licensor, on a joint and several basis with the assignee, for all obligations and liabilities Licensor informing it of the “Licensee” hereunder identity of such Purchaser. A "Prohibited Assignee" shall be (i.e.x) a Competitor or (y) any Person that the Board of Directors of Licensor determines in good faith after reasonable inquiry is likely, unless the assigning "Licensee" ceases to exist as a separate legal entity as a result of such assignment, to significantly and adversely affect the transaction giving rise reputation or goodwill of Licensor or its Marks, provided, however, that such Person shall not be deemed to be a Prohibited Assignee unless within thirty (30) days after receiving notice from the permitted Licensee of the identity of the Assignee, the Licensor's Board of Directors shall (i) make the determination specified above and (ii) provide Licensee with a list of all of its reasons for such determination. Licensor may assign this License Agreement and its rights or obligations hereunder without Licensee's prior consent, provided such assignment is in conjunction with Licensor's assignment of the Marks as a whole and provided further that such assignee agrees in writing to a Licensee Affiliate under be bound by the terms and conditions of this Section 10, such as in the case of a merger, whereupon only the surviving assignee shall remain so liable hereunder)License Agreement.