Common use of Assignments and Subleases Clause in Contracts

Assignments and Subleases. Section 1: Tenant shall not assign this Lease or any of Tenant’s rights or obligations hereunder, or sublet or permit anyone to occupy the Premises or any part thereof, without the prior written consent of Landlord. Any assignment, subletting or occupancy, Landlord’s consent thereto or Landlord’s collection or acceptance of rent from any assignee, subtenant or occupant, shall not be construed as a waiver or release of Tenant from liability hereunder (it being understood that Tenant shall at all times remain primarily liable as a principal and not as a guarantor or a surety) and shall not be construed as relieving Tenant or any assignee, subtenant or occupant from the obligation of obtaining Landlord’s prior written consent to any subsequent assignment, subletting or occupancy. All restrictions and obligations imposed pursuant to this Lease on Tenant or the use and occupancy of the Premises shall be deemed to extend to any subtenant, assignee or occupant of Tenant, and Tenant shall cause such persons to comply with all such restrictions and obligations. Tenant shall not mortgage or hypothecate this Lease. Tenant shall pay the expenses (including attorneys’ fees and hourly fees for Landlord’s employees and agents) incurred by Landlord in connection with reviewing Tenant’s request for Landlord to give its consent to any assignment, subletting, occupancy or mortgage, and Landlord’s receipt of reimbursement for such expenses from Tenant shall be a condition to Landlord providing its consent to such assignment, subletting, occupancy or mortgage. Section 2: If Tenant is a partnership, then any dissolution of Tenant or a withdrawal or change of partners owning a controlling interest in Tenant shall be deemed a voluntary assignment of this Lease. If Tenant is a corporation or a partnership with a corporate general partner, then any dissolution, merger, consolidation or other reorganization of Tenant (or such corporate general partner), or any sale or transfer of a controlling interest of its capital stock, shall be deemed a voluntary assignment of this Lease. Whether Tenant is a partnership, corporation or any other type of entity, then at the option of Landlord, a sale of all or substantially all of its assets shall also be deemed a voluntary assignment of this Lease. Section 3: If any sublease, assignment or other transfer (whether by operation of law or otherwise) provided that the subtenant, assignee or other transferee (or any affiliate thereof) is to pay any amount in excess of the rent and other charges due under this Lease, then, whether such excess be in the form of an increased rental, lump sum payment, payment for the sale or lease of fixtures or other leasehold improvements or any other form (and if the applicable space does not constitute the entire Premises, the amount and existence of such excess shall be determined on a pro rata basis), Tenant shall pay to Landlord fifty percent (50%) of any such excess upon such terms as shall be specified by Landlord and in no event later than ten (10) days after Tenant’s receipt thereof. Tenant shall in all events diligently pursue the collection of all amounts owed by any subtenant, assignee or other transferee. Landlord shall have the right to inspect and audit Tenant’s books and records relating to any sublease, assignment or other transfer. Any sublease, assignment or other transfer shall be effected on forms supplied or approved by Landlord.

Assignments and Subleases. Section 1: a. Tenant shall not assign this Lease or do any of Tenant’s rights the following (collectively referred to herein as a "TRANSFER"), whether voluntarily, involuntarily or obligations hereunder, or sublet or permit anyone to occupy the Premises or any part thereofby operation of law, without the prior written consent of Landlord. Any assignment, subletting or occupancy, Landlord’s which consent thereto or Landlord’s collection or acceptance of rent from any assignee, subtenant or occupant, shall not be construed unreasonably withheld or delayed: i. sublet all or any part of the Leased Premises or allow it to be sublet, occupied or used by any person or entity other than Tenant; or ii. assign its interest in this Lease. In no event shall Tenant mortgage or encumber the Lease (or otherwise use the Lease as a waiver or release of Tenant from liability hereunder (it being understood that Tenant shall at all times remain primarily liable as a principal and not as a guarantor or a suretysecurity device) and shall not be construed as relieving Tenant or in any assignee, subtenant or occupant from the obligation of obtaining Landlord’s prior written consent to any subsequent assignment, subletting or occupancy. All restrictions and obligations imposed pursuant to this Lease on Tenant or the use and occupancy of the Premises shall be deemed to extend to any subtenant, assignee or occupant of Tenant, and Tenant shall cause such persons to comply with all such restrictions and obligationsmanner. Tenant shall not mortgage or hypothecate this Lease. Tenant shall pay the expenses (including reimburse Landlord for all reasonable costs and attorneys’ ' and consultants' fees and hourly fees for Landlord’s employees and agents) incurred by Landlord in connection with reviewing the evaluation, processing and/or documentation of any requested Transfer whether or not Landlord's consent is granted. Any Transfer so approved by Landlord shall not be effective until Tenant has delivered to Landlord an executed counterpart of the document evidencing the Transfer which: (x) is in a form reasonably approved by Landlord; (y) contains the same terms and conditions as stated in Tenant’s request 's notice given to Landlord pursuant to Section 23(b); and (z) in the case of an assignment of the Lease, contains the agreement of the proposed transferee to assume all obligations of Tenant under this Lease arising after the effective date of such Transfer and to remain jointly and severally liable therefor with Tenant. Any Transfer without Landlord's consent, where such consent is required, shall, at Landlord's election in its sole and absolute discretion, constitute a Default by Tenant and shall be voidable at Landlord's option. Landlord's consent to any one Transfer shall not constitute a waiver of the provisions of this Section 23(a) as to any subsequent Transfer or a consent to any subsequent Transfer. No Transfer, even with the consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay the Rent and Additional Charges and to perform all of the other obligations to be performed by Tenant hereunder. The acceptance of Rent by Landlord from any person shall not be deemed to be a waiver by Landlord of any provision of this Lease nor to be a consent to any Transfer. Subject to the following, any Transfer shall be upon then fair market value. Tenant shall provide Landlord with a certified appraisal performed by a Qualified Appraiser (as defined hereinafter) justifying the proposed rent and terms of the proposed Transfer ("TRANSFER APPRAISAL"). Tenant hereby agrees that it shall not be unreasonable for the Landlord to give withhold its consent to any assignmenta proposed Transfer if it is not on such terms and conditions at least as beneficial to the Landlord as set forth in the Transfer Appraisal; provided, sublettinghowever, occupancy or mortgage, and Landlord’s receipt of reimbursement for such expenses from Tenant shall be a condition to Landlord providing its consent to such assignment, subletting, occupancy or mortgage. Section 2: If that if Tenant is unable to consummate a partnership, then any dissolution sublease or assignment after two hundred seventy (270) days of Tenant marketing the property or a withdrawal or change of partners owning a controlling interest in Tenant shall be deemed a voluntary assignment of this Lease. If Tenant is a corporation or a partnership with a corporate general partner, then any dissolution, merger, consolidation or other reorganization of Tenant (or such corporate general partner), or any sale or transfer of a controlling interest of its capital stock, shall be deemed a voluntary assignment of this Lease. Whether Tenant is a partnership, corporation or any other type of entity, then negotiating the sublease at fair market value as determined by the option of Landlord, a sale of all or substantially all of its assets shall also be deemed a voluntary assignment of this Lease. Section 3: If any sublease, assignment or other transfer (whether by operation of law or otherwise) provided that the subtenant, assignee or other transferee (or any affiliate thereof) is to pay any amount in excess of the rent and other charges due under this Lease, then, whether such excess be in the form of an increased rental, lump sum payment, payment for the sale or lease of fixtures or other leasehold improvements or any other form (and if the applicable space does not constitute the entire Premises, the amount and existence of such excess shall be determined on a pro rata basis)Transfer Appraisal, Tenant shall pay to Landlord fifty percent (50%) of any such excess enter into a Transfer upon such terms as shall be specified by Landlord and in no event later than ten reasonably become available from potential subtenants and/or assignees. b. At least thirty (1030) days after Tenant’s receipt thereof. before a proposed Transfer is to become effective, Tenant shall give Landlord written notice of the proposed terms of such Transfer and request Landlord's approval, which notice shall include the following: i. the name and legal composition of the proposed transferee; ii. a current financial statement of the transferee, financial statements of the transferee covering the preceding three (3) years if the same exist, and (if available) an audited financial statement of the transferee for a period ending not more than one year prior to the proposed effective date of the Transfer, all of which statements are prepared in all events diligently pursue the collection of all amounts owed by any subtenant, assignee or other transferee. Landlord shall have the right to inspect and audit Tenant’s books and records relating to any sublease, assignment or other transfer. Any sublease, assignment or other transfer shall be effected on forms supplied or approved by Landlord.accordance with generally accepted accounting principles;

Assignments and Subleases. Section 1: a. Tenant shall not assign this Lease or do any of Tenant’s rights the following (collectively referred to herein as a "TRANSFER"). whether voluntarily, involuntarily or obligations hereunder, or sublet or permit anyone to occupy the Premises or any part thereofby operation of law, without the prior written consent of Landlord. Any assignment, subletting or occupancy, Landlord’s which consent thereto or Landlord’s collection or acceptance of rent from any assignee, subtenant or occupant, shall not be construed unreasonably withheld or delayed: i. sublet all or any part of the Leased Premises or allow it to be sublet, occupied or used by any person or entity other than Tenant; or ii. assign its interest in this Lease In no event shall Tenant mortgage or encumber the Lease (or otherwise use the Lease as a waiver or release of Tenant from liability hereunder (it being understood that Tenant shall at all times remain primarily liable as a principal and not as a guarantor or a suretysecurity device) and shall not be construed as relieving Tenant or in any assignee, subtenant or occupant from the obligation of obtaining Landlord’s prior written consent to any subsequent assignment, subletting or occupancy. All restrictions and obligations imposed pursuant to this Lease on Tenant or the use and occupancy of the Premises shall be deemed to extend to any subtenant, assignee or occupant of Tenant, and Tenant shall cause such persons to comply with all such restrictions and obligationsmanner. Tenant shall not mortgage or hypothecate this Lease. Tenant shall pay the expenses (including reimburse Landlord for all reasonable costs and attorneys’ ' and consultants' fees and hourly fees for Landlord’s employees and agents) incurred by Landlord in connection with reviewing the evaluation, processing and/or documentation of any requested Transfer whether or not Landlord's consent is granted. Any Transfer so approved by Landlord shall not be effective until Tenant has delivered to Landlord an executed counterpart of the document evidencing the Transfer which: (x) is in a form reasonably approved by Landlord; (y) contains the same terms and conditions as stated in Tenant’s request 's notice given to Landlord pursuant to Section 23 (b); and (z) in the case of an assignment of the Lease, contains the agreement of the proposed transferee to assume all obligations of Tenant under this Lease arising after the effective date of such Transfer and to remain jointly and severally liable therefor with Tenant. Any Transfer without Landlord's consent, where such consent is required, shall, at Landlord's election in its sole and absolute discretion, constitute a Default by Tenant and shall be voidable at Landlord's option. Landlord's consent to any one Transfer shall not constitute a waiver of the provisions of this Section 23(a) as to any subsequent Transfer or a consent to any subsequent Transfer. No Transfer, even with the consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay the Rent and Additional Charges and to perform all of the other obligations to be performed by Tenant hereunder. The acceptance of Rent by Landlord from any person shall not be deemed to be a waiver by Landlord of any provision of this Lease nor to be a consent to any Transfer. Subject to the following, any Transfer shall be upon then fair market value. Tenant shall provide Landlord with a certified appraisal performed by a Qualified Appraiser (as defined hereinafter) justifying the proposed rent and terms of the proposed Transfer ("TRANSFER APPRAISAL"). Tenant hereby agrees that it shall not be unreasonable for the Landlord to give withhold its consent to any assignmenta proposed Transfer if it is not on such terms and conditions at least as beneficial to the Landlord as set forth in the Transfer Appraisal; provided, sublettinghowever, occupancy or mortgage, and Landlord’s receipt of reimbursement for such expenses from Tenant shall be a condition to Landlord providing its consent to such assignment, subletting, occupancy or mortgage. Section 2: If that if Tenant is unable to consummate a partnership, then any dissolution sublease or assignment after two hundred seventy (270) days of Tenant marketing the property or a withdrawal or change of partners owning a controlling interest in Tenant shall be deemed a voluntary assignment of this Lease. If Tenant is a corporation or a partnership with a corporate general partner, then any dissolution, merger, consolidation or other reorganization of Tenant (or such corporate general partner), or any sale or transfer of a controlling interest of its capital stock, shall be deemed a voluntary assignment of this Lease. Whether Tenant is a partnership, corporation or any other type of entity, then negotiating the sublease at fair market value as determined by the option of Landlord, a sale of all or substantially all of its assets shall also be deemed a voluntary assignment of this Lease. Section 3: If any sublease, assignment or other transfer (whether by operation of law or otherwise) provided that the subtenant, assignee or other transferee (or any affiliate thereof) is to pay any amount in excess of the rent and other charges due under this Lease, then, whether such excess be in the form of an increased rental, lump sum payment, payment for the sale or lease of fixtures or other leasehold improvements or any other form (and if the applicable space does not constitute the entire Premises, the amount and existence of such excess shall be determined on a pro rata basis)Transfer Appraisal, Tenant shall pay to Landlord fifty percent (50%) of any such excess enter into a Transfer upon such terms as shall be specified by Landlord and in no event later than ten reasonably become available from potential subtenants and/or assignees. b. At least thirty (1030) days after Tenant’s receipt thereof. before a proposed Transfer is to become effective, Tenant shall give Landlord written notice of the proposed terms of such Transfer and request Landlord's approval, which notice shall include the following: i. the name and legal composition of the proposed transferee; ii. a current financial statement of the transferee, financial statements of the transferee covering the preceding three (3) years if the same exist, and (if available) an audited financial statement of the transferee for a period ending not more than one year prior to the proposed effective date of the Transfer, all of which statements are prepared in all events diligently pursue the collection of all amounts owed by any subtenant, assignee or other transferee. Landlord shall have the right to inspect and audit Tenant’s books and records relating to any sublease, assignment or other transfer. Any sublease, assignment or other transfer shall be effected on forms supplied or approved by Landlord.accordance with generally accepted accounting principles;

Assignments and Subleases. Section 1: Tenant shall be permitted to assign and sublet all or any portion of the Premises with Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. In no event shall Tenant assign this Lease or any if the proposed subtenant is a party who would detract from the character of Tenant’s rights or obligations hereunderthe building as a first-class office building, an agency that enjoys diplomatic immunity, or sublet or permit anyone to occupy if the Premises or use would contravene any part thereof, without restrictive covenant affecting the prior written consent of Landlordbuilding. Any assignment, subletting or occupancy, Landlord’s consent thereto to one assignment, sublease, or Landlord’s collection transfer shall not be deemed as consent to any other further assignment or sublease. No acceptance by Landlord of any rent or any other sum of money from any assignee, subtenant sublessee or occupant, other category of transferee shall not be construed as a waiver or release of Tenant from liability hereunder (it being understood that any of its obligations. Tenant shall at all times remain primarily liable as a principal and not as a guarantor or a surety) on this Lease for the entire Term and shall not be construed as relieving Tenant or any assignee, subtenant or occupant released from the obligation full and complete performance of obtaining the terms, conditions, covenants and agreements. Landlord’s prior written consent to any subsequent assignment, subletting or occupancy. All restrictions and obligations imposed pursuant to this Lease on Tenant or the use and occupancy of the Premises shall not be deemed to extend to any subtenant, assignee or occupant of Tenantrequired with respect to, and Tenant shall cause such persons be permitted to comply with all such restrictions assign the Lease or sublease any portion of the premises during the initial term and obligations. Tenant shall not mortgage or hypothecate this Lease. Tenant shall pay the expenses (including attorneys’ fees and hourly fees for Landlord’s employees and agents) incurred by Landlord in connection with reviewing Tenant’s request for Landlord to give its consent any extensions term(s), to any assignmentrelated entity, sublettingparent company, occupancy subsidiary or mortgage, and Landlord’s receipt of reimbursement for such expenses from Tenant shall be a condition to Landlord providing its consent to such assignment, subletting, occupancy or mortgage. Section 2: If Tenant is a partnership, then any dissolution of Tenant or a withdrawal or change of partners owning a controlling interest in Tenant shall be deemed a voluntary assignment of this Lease. If Tenant is a corporation or a partnership with a corporate general partner, then any dissolution, merger, consolidation or other reorganization affiliate of Tenant (or such corporate general partnercollectively, “Affliate”), or any sale assignment resulting from a consolidation, merger, stock transfer or transfer purchase of a controlling interest of its capital stock, shall be deemed a voluntary assignment of this Lease. Whether Tenant is a partnership, corporation or any other type of entity, then at the option of Landlord, a sale of all or substantially all of its assets shall also be deemed a voluntary assignment of this Lease. Section 3: If any sublease, assignment or other transfer (whether by operation of law or otherwise) provided that the subtenant, assignee or other transferee (or any affiliate thereof) is to pay any amount in excess of the rent and other charges due under this Lease, then, whether such excess be in the form of an increased rental, lump sum payment, payment for the sale or lease of fixtures or other leasehold improvements or any other form (and if the applicable space does not constitute the entire Premises, the amount and existence of such excess shall be determined on a pro rata basis)Tenant’s assets. However, Tenant shall pay must inform Landlord in writing, of it’s intent to Landlord fifty percent (50%) sublease or assign any portion of any such excess upon such terms as shall be specified by Landlord and in no event later than ten (10) days after Tenant’s receipt thereof. Tenant shall in all events diligently pursue the collection of all amounts owed by any subtenant, assignee or other transferee. Landlord shall have the right its interest to inspect and audit Tenant’s books and records relating to any sublease, assignment or other transfer. Any sublease, assignment or other transfer shall be effected on forms supplied or approved by Landlorda related entity.

Assignments and Subleases. Section 1: The Tenant will not directly or indirectly assign or encumber its interest in this Lease or in the Leased Premises, or sublease all or any part of the Leased Premises, or allow any other person, firm or corporation to occupy or use all or any part of the Leased Premises, without first obtaining the Landlord's written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Any assignment, encumbrance or sublease without the Landlord's consent will be voidable and, at the Landlord's election, will constitute a default under this Lease. Each assignee or sublessee shall execute an agreement in favor of the Landlord by which such party agrees to comply with all the terms of this Lease except, in the case of a subtenant only, the payment of rent to the Landlord. No permitted assignment or subleasing will in any way affect or reduce any of the liabilities or obligations of the Tenant under this Lease, which liability shall be joint and several with any assignee or sublessee, as applicable. The parties agree that with respect to any approved assignment or sublease, the Landlord and Tenant pay to the Landlord fifty (50%) percent of the net profit paid or payable to the Tenant as a result of same, which net profit shall equal the assignment consideration or sublease rent minus the Tenant's brokerage commission, reasonable legal costs, leasehold improvements and other applicable costs associated with the assignment or sublease. If, at any time during the Term of this Lease, Tenant is: (a) a corporation or a trust (whether or not having shares of beneficial interest) and there shall occur, as a result of any single transaction or as a result of any series of related or unrelated transactions over time, any change in the identity of any person then having a ten percent (10%) or greater voting interest with respect to the election or appointment of the directors, trustees or other persons exercising like functions and managing the affairs of Tenant (the foregoing shall not be applicable if Tenant is a publicly traded corporation); or (b) a partnership, limited liability company, or association or otherwise not a natural person (and is not a corporation or a trust) and there shall occur any change in the identity of any of the persons who then are members of such partnership or association and who holds at least a ten percent (10%) interest in the profits and/or losses of such partnership; then, and in either event, Tenant shall not be deemed to have assigned this Lease in violation of the terms herein contained, and shall be in default hereof, and Landlord shall be entitled to the remedies set forth in this Lease. Notwithstanding anything contained herein to the contrary, the Tenant may assign this Lease or any of Tenant’s rights or obligations hereunder, or sublet or permit anyone to occupy sublease the Leased Premises or any part thereof, without the prior written consent of Landlord. Any assignment, subletting or occupancy, Landlord’s consent thereto or Landlord’s collection or acceptance of rent from any assignee, subtenant or occupant, shall not be construed as a waiver or release of Tenant from liability hereunder (it being understood that Tenant shall at all times remain primarily liable as a principal and not as a guarantor or a surety) and shall not be construed as relieving Tenant or any assignee, subtenant or occupant from the obligation of obtaining Landlord’s prior written 's consent to any subsequent assignmentparent, subletting subsidiary or occupancy. All restrictions and obligations imposed pursuant to this Lease on affiliate of the Tenant or in connection with the consolidation, merger or reorganization of Tenant or the use and occupancy of the Premises shall be deemed to extend to any subtenant, assignee or occupant of Tenant, and sale by Tenant shall cause such persons to comply with all such restrictions and obligations. Tenant shall not mortgage or hypothecate this Lease. Tenant shall pay the expenses (including attorneys’ fees and hourly fees for Landlord’s employees and agents) incurred by Landlord in connection with reviewing Tenant’s request for Landlord to give its consent to any assignment, subletting, occupancy or mortgage, and Landlord’s receipt of reimbursement for such expenses from Tenant shall be a condition to Landlord providing its consent to such assignment, subletting, occupancy or mortgage. Section 2: If Tenant is a partnership, then any dissolution of Tenant or a withdrawal or change of partners owning a controlling interest in Tenant shall be deemed a voluntary assignment of this Lease. If Tenant is a corporation or a partnership with a corporate general partner, then any dissolution, merger, consolidation or other reorganization of Tenant (or such corporate general partner), or any sale or transfer of a controlling interest of its capital stock, shall be deemed a voluntary assignment of this Lease. Whether Tenant is a partnership, corporation or any other type of entity, then at the option of Landlord, a sale of all or substantially all of its assets shall also be deemed a voluntary assignment of this Leasestock or assets. Section 3: If any sublease, assignment or other transfer (whether by operation of law or otherwise) provided that the subtenant, assignee or other transferee (or any affiliate thereof) is to pay any amount in excess of the rent and other charges due under this Lease, then, whether such excess be in the form of an increased rental, lump sum payment, payment for the sale or lease of fixtures or other leasehold improvements or any other form (and if the applicable space does not constitute the entire Premises, the amount and existence of such excess shall be determined on a pro rata basis), Tenant shall pay to Landlord fifty percent (50%) of any such excess upon such terms as shall be specified by Landlord and in no event later than ten (10) days after Tenant’s receipt thereof. Tenant shall in all events diligently pursue the collection of all amounts owed by any subtenant, assignee or other transferee. Landlord shall have the right to inspect and audit Tenant’s books and records relating to any sublease, assignment or other transfer. Any sublease, assignment or other transfer shall be effected on forms supplied or approved by Landlord.

Assignments and Subleases. Section 1: The public and community benefits provided by Tenant in its operation of the Premises, Tenant’s non-profit status and its particular mission, are an essential part of the consideration and the reduced rate of Rent for this Lease. Accordingly, Tenant shall not assign this Lease directly or indirectly (including, without limitation, by merger, acquisition or other transfer of any controlling interest in Tenant), voluntarily or by operation of Tenant’s law, sell, assign, encumber, pledge or otherwise transfer any part of its interest in or rights with respect to the Premises or obligations hereunderits leasehold estate hereunder (collectively, an “Assignment”), or permit or license any portion of the Premises to be used or occupied by anyone other than itself, or sublet or permit anyone to occupy any portion of the Premises or any part thereof(collectively, “Sublease”), without the prior written consent of Landlord. Any assignment, subletting or occupancy, Landlord’s consent thereto or Landlord’s collection or acceptance of rent from any assignee, subtenant or occupant, shall not be construed as a waiver or release of Tenant from liability hereunder (it being understood that Tenant shall at all times remain primarily liable as a principal and not as a guarantor or a surety) and shall not be construed as relieving Tenant or any assignee, subtenant or occupant from the obligation of obtaining Landlord’s prior written consent in each instance, which consent may be given or withheld in its sole discretion. Notwithstanding anything to any subsequent assignmentthe contrary set forth in this Lease, subletting or occupancy. All restrictions and obligations imposed pursuant the Premises shall remain subject to this Lease on Tenant regardless of any Assignment or the use Sublease made at any time or from time to time. Landlord’s consent to one Assignment or Sublease shall not be deemed a consent to subsequent Assignments or Subleases. Any Assignment or Sublease made without Landlord’s consent shall constitute an Event of Default hereunder and occupancy of the Premises shall be voidable at Landlord’s election. In no event will Landlord’s consent to an Assignment or Sublease be deemed to extend to any subtenant, assignee or occupant be a release of Tenant, and Tenant shall cause such persons to comply with all such restrictions and obligations. Tenant shall not mortgage or hypothecate this Lease. Tenant shall pay the expenses (including attorneys’ fees and hourly fees for Landlord’s employees and agents) incurred as primary obligor hereunder unless expressly evidenced by Landlord in connection with reviewing Tenant’s request for Landlord to give its consent to any assignment, subletting, occupancy or mortgage, and writing. Landlord’s receipt of reimbursement for such expenses from Tenant shall be a condition to Landlord providing its consent to such assignment, subletting, occupancy or mortgage. Section 2: If Tenant is a partnership, then any dissolution release of Tenant as primary obligor may be given or a withdrawal or change of partners owning a controlling interest withheld in Tenant shall be deemed a voluntary assignment of this Lease. If Tenant is a corporation or a partnership with a corporate general partner, then any dissolution, merger, consolidation or other reorganization of Tenant (or such corporate general partner), or any sale or transfer of a controlling interest of its capital stock, shall be deemed a voluntary assignment of this Lease. Whether Tenant is a partnership, corporation or any other type of entity, then at the option of Landlord, a sale of all or substantially all of its assets shall also be deemed a voluntary assignment of this Lease’s sole discretion. Section 3: If any sublease, assignment or other transfer (whether by operation of law or otherwise) provided that the subtenant, assignee or other transferee (or any affiliate thereof) is to pay any amount in excess of the rent and other charges due under this Lease, then, whether such excess be in the form of an increased rental, lump sum payment, payment for the sale or lease of fixtures or other leasehold improvements or any other form (and if the applicable space does not constitute the entire Premises, the amount and existence of such excess shall be determined on a pro rata basis), Tenant shall pay to Landlord fifty percent (50%) of any such excess upon such terms as shall be specified by Landlord and in no event later than ten (10) days after Tenant’s receipt thereof. Tenant shall in all events diligently pursue the collection of all amounts owed by any subtenant, assignee or other transferee. Landlord shall have the right to inspect and audit Tenant’s books and records relating to any sublease, assignment or other transfer. Any sublease, assignment or other transfer shall be effected on forms supplied or approved by Landlord.