Common use of Business Affiliates Clause in Contracts

Business Affiliates. Notwithstanding anything to the contrary contained in the foregoing provisions of this Article 14, Tenant shall have the right, without being subject to Landlord's prior consent, Landlord's right to receive any Transfer Premium pursuant to Section 14.3 above, or Landlord's recapture option in Section 14.4 above, but upon at least ten (10) days' prior written notice to Landlord, to sublease, license or otherwise permit occupancy of portions of the Premises to other entities and/or individuals who have an ongoing business relationship with Tenant, including subsidiaries of Tenant (each a "Business Affiliate"), which sublease, license or occupancy agreement, as the case may be, to a Business Affiliate shall be on and subject to all of the following conditions: (i) all such Business Affiliates shall be of a reputation comparable to the reputation of other tenants of the Building; (ii) all such Business Affiliates shall use the Premises for the Permitted Use and otherwise in conformity with all of the applicable provisions of this Lease; (iii) each such sublease, license or occupancy agreement is not a subterfuge by Tenant to avoid its obligations under this Article 14; (iv) there shall be no separate exterior demising walls which separate the space which is the subject of such sublease, license or occupancy agreement from the balance of the Premises or separate exterior entrances to the space which is the subject of such sublease, license or occupancy agreement; and (v) each such sublease, license and occupancy agreement shall be subject to and subordinate to all of the terms and provisions of this Lease. No such sublease, license or occupancy agreement, as the case may be, shall relieve Tenant from any liability under this Lease.

Business Affiliates. Notwithstanding anything to the contrary contained in the foregoing provisions of this Article 14, Tenant shall have the right, without being subject to Landlord's ’s prior consent, Landlord's right to receive any Transfer Premium pursuant to Section 14.3 above, consent or Landlord's ’s recapture option in Section 14.4 14.3 above, but upon at least ten (10) days' ’ prior written notice to Landlord, to sublease, license or otherwise permit occupancy of portions up to an aggregate of 15,000 rentable square feet within the Premises to other entities and/or individuals vendors, consultants or clients of Tenant who have an ongoing business relationship with TenantTenant such as, including subsidiaries of Tenant for example, Pitney Xxxxx and Xxxxx Xxxx LaSalle (each a "“Business Affiliate"”), which sublease, license or occupancy agreement, as the case may be, to a Business Affiliate shall be on and subject to all of the following conditions: (iA) all such Business Affiliates shall be of a reputation comparable to the reputation of other tenants of the Building; (iiB) all such Business Affiliates shall use the Premises for the Permitted Use and otherwise in conformity with all of the applicable provisions of this Lease; (iiiC) each such sublease, license or occupancy agreement is not a subterfuge by Tenant to avoid its obligations under this Article 14; (ivD) there shall be no separate exterior demising walls which separate the space which is the subject of such sublease, license or occupancy agreement from the balance of the Premises or separate exterior entrances to the space which is the subject of such sublease, license or occupancy agreement; and (vE) each such sublease, license and occupancy agreement shall be subject to and subordinate to all of the terms and provisions of this Lease; (F) prior to the effective date of such occupancy agreement, Tenant shall provide Landlord with the name and address of the occupant and a copy of the agreement under which such occupant is occupying the Premises; and (G) no separate signage is provided to any such Business Affiliate. No such sublease, license or occupancy agreement, as the case may be, shall relieve Tenant from any liability under this Lease. If the occupancy of any such Business Affiliate does not satisfy all of the foregoing conditions, then such occupancy shall be deemed to constitute a Transfer and shall be deemed subject to the provisions of this Article 14.

Business Affiliates. Notwithstanding anything to the contrary contained in the foregoing provisions of this Article 1414 (but subject to Section 14.8 below), Tenant shall have the right, without being subject to Landlord's prior consent, Landlord's right to receive any Transfer Premium pursuant to Section 14.3 above, consent or Landlord's recapture option in Section 14.4 14.3 above, but upon at least ten (10) days' prior written notice to Landlord, to sublease, license or otherwise permit occupancy of portions up to an aggregate of 15,000 rentable square feet within the Premises which is other than the Retail Space and Vault Space to other entities and/or individuals vendors, consultants or clients of Tenant who have an ongoing business relationship with TenantTenant such as, including subsidiaries of Tenant for example, Pitney Xxxxx and Xxxxx Xxxx LaSalle (each a "Business Affiliate"), which sublease, license or occupancy agreement, as the case may be, to a Business Affiliate shall be on and subject to all of the following conditions: (iA) all such Business Affiliates shall be of a reputation comparable to the reputation of other tenants of the Building; (iiB) all such Business Affiliates shall use the Premises for the Permitted Use and otherwise in conformity with all of the applicable provisions of this Lease; (iiiC) each such sublease, license or occupancy agreement is not a subterfuge by Tenant to avoid its obligations under this Article 14; (ivD) there shall be no separate exterior demising walls which separate the space which is the subject of such sublease, license or occupancy agreement from the balance of the Premises or separate exterior entrances to the space which is the subject of such sublease, license or 804296.08/LAH4321-047/10-7-08/nng/law -00- XXXXX XXXX XXXXX[Xxxxx Xxxx Lease] occupancy agreement; and (vE) each such sublease, license and occupancy agreement shall be subject to and subordinate to all of the terms and provisions of this Lease; (F) prior to the effective date of such occupancy agreement, Tenant shall provide Landlord with the name and address of the occupant and a copy of the agreement under which such occupant is occupying the Premises; and (G) no separate signage is provided to any such Business Affiliate. No such sublease, license or occupancy agreement, as the case may be, shall relieve Tenant from any liability under this Lease. If the occupancy of any such Business Affiliate does not satisfy all of the foregoing conditions, then such occupancy shall be deemed to constitute a Transfer and shall be deemed subject to the provisions of this Article 14.

Business Affiliates. Notwithstanding anything to the contrary contained in the foregoing provisions of this Article 14, Tenant shall have the right, without being subject to Landlord's ’s prior consent, Landlord's ’s right to receive any a Transfer Premium pursuant to Section 14.3 above, or Landlord's ’s recapture option in Section 14.4 above, but upon at least ten (10) days' ’ prior written notice to Landlord, to sublease, license or let or otherwise permit occupancy of, up to an aggregate of portions fifteen percent (15%) of the Premises Premises, to other entities and/or individuals who have individuals, clients, agents or independent contractors (including employees of Tenant’s Affiliates in an ongoing business relationship with Tenant, including subsidiaries occupancy arrangement that is not part of Tenant any assignment or sublease to such Affiliate described in Section 14.7 above) (each a "“Business Affiliate"), ”) which sublease, license or occupancy agreement, as the case may be, to a Business Affiliate shall be on and subject to all of the following conditions: conditions (however, such 15% cap and prior notice requirement shall not apply to any Business Affiliates which are employees of (A) NetZero, while NetZero is an Affiliate of Tenant, or any other wholly owned subsidiary of Tenant, or (B) any other Tenant’s Affiliates as long as no more than thirty percent (30%) of the Premises are occupied at any one time by employees of any individual Tenant’s Affiliate which is other than NetZero or any other wholly owned subsidiary of Tenant): (i) Tenant shall either have a business relationship (relating to the primary business of Tenant conducted in the Premises) with each such Business Affiliate or Tenant shall have at least a twenty percent (20%) voting or equity interest in such Business Affiliate; (ii) all such Business Affiliates shall be of a character and reputation comparable to consistent with the reputation of other tenants quality of the BuildingBuilding and Project as a first-class multi-tenant office building project; (iiiii) all such Business Affiliates shall use the Premises for the Permitted Use and otherwise in conformity with the all of the applicable provisions of this Lease; (iiiiv) each no such Business Affiliate shall be a governmental agency or instrumentality thereof described in Section 14.2.3 above which would permit Landlord to refuse consent to Tenant’s proposed sublease, license or occupancy agreement pursuant to Section 14.2.3 if such sublease, license or occupancy agreement did not otherwise qualify under this Section 14.8; (v) such sublease, license or occupancy agreement is not a subterfuge by Tenant to avoid its obligations under this Article 14 (including, without limitation, Sections 14. 6 and 14.7 above with respect to occupancy by any Business Affiliates which are employees of Tenant’s Affiliates); (ivvi) there shall be no separate exterior demising walls which separate the space which is the subject of such sublease, license or occupancy agreement from the balance of the Premises or separate exterior entrances to the space which is the subject of such sublease, license or occupancy agreement; and (vvii) each such sublease, license and occupancy agreement shall be subject to and subordinate to all of the terms and provisions of this Lease; and (viii) Tenant’s obligations to indemnify and defend Landlord contained in this Lease include any Claims arising out of the use or occupancy of the Premises by such Business Affiliates and their respective employees, agents and invitees and/or the negligence or willful misconduct of such Business Affiliates and/or their respective employees, agents and invitees. No such sublease, license or occupancy agreement, as the case may be, shall relieve Tenant from any liability under this Lease.

Business Affiliates. Notwithstanding anything to the contrary contained in the foregoing provisions of this Article 14, Tenant shall have the right, without being subject to Landlord's ’s prior consent, or Landlord's ’s right to receive any a Transfer Premium pursuant to Section 14.3 above, or Landlord's recapture option in Section 14.4 above, but upon at least ten (10) days' ’ prior written notice to Landlord, to sublease, license or let or otherwise permit occupancy of, up to an aggregate of portions ten percent (10%) of the Premises Premises, to other entities and/or individuals who have an ongoing business relationship with Tenantindividuals, including subsidiaries of Tenant clients, agents or independent contractors (each a "“Business Affiliate"), ”) which sublease, license or occupancy agreement, as the case may be, to a Business Affiliate shall be on and subject to all of the following conditions: (i) all Tenant shall either have a business relationship (relating to the primary business of Tenant conducted in the Premises) with each such Business Affiliates Affiliate or Tenant shall be of have at least a reputation comparable to the reputation of other tenants of the Buildingtwenty percent (20%) voting or equity interest in such Business Affiliate; (ii) all such Business Affiliates shall be of a character and reputation consistent with the quality of the Building and Project as a first-class multi-tenant office building project; (iii) all such Business Affiliates shall use the Premises for the Permitted Use and otherwise in conformity with the all of the applicable provisions of this Lease; (iiiiv) each no such Business Affiliate shall be a governmental agency or instrumentality thereof described in Section 14.2.3 above which would permit Landlord to refuse consent to Tenant’s proposed sublease, license or occupancy agreement pursuant to Section 14.2.3 if such sublease, license or occupancy agreement did not otherwise qualify under this Section 14.7; (v) such sublease, license or occupancy agreement is not a subterfuge by Tenant to avoid its obligations under this Article 14; (ivvi) there shall be no separate exterior demising walls which separate the space which is the subject of such sublease, license or occupancy agreement from the balance of the Premises or separate exterior entrances to the space which is the subject of such sublease, license or occupancy agreement; and (vvii) each such sublease, license and occupancy agreement shall be subject to and subordinate to all of the terms and provisions of this Lease. No such sublease, license or occupancy agreement, as the case may be, shall relieve Tenant from any liability under this Lease.

Business Affiliates. Notwithstanding anything to the contrary contained in the foregoing provisions of this Article 14, Tenant shall have the right, without being subject to Landlord's ’s prior consent, Landlord's right to receive any Transfer Premium pursuant to Section 14.3 above, consent or Landlord's ’s recapture option in Section 14.4 14.3 above, but upon at least ten (10) days' ’ prior written notice to Landlord, to sublease, license or otherwise permit occupancy of portions up to an aggregate of 1,000 rentable square feet within the Premises to other entities and/or individuals vendors, consultants or clients of Tenant who have an ongoing business relationship with Tenant, including subsidiaries of Tenant (each a "“Business Affiliate"”), which sublease, license or occupancy agreement, as the case may be, to a Business Affiliate shall be on and subject to all of the following conditions: (iA) all such Business Affiliates shall be of a reputation comparable to the reputation of other tenants of the Building; (iiB) all such Business Affiliates shall use the Premises for the Permitted Use and otherwise in conformity with all of the applicable provisions of this Lease; (iiiC) each such sublease, license or occupancy agreement is not a subterfuge by Tenant to avoid its obligations under this Article 14; (ivD) there shall be no separate exterior demising walls which separate the space which is the subject of such sublease, license or occupancy agreement from the balance of the Premises or separate exterior entrances to the space which is the subject of such sublease, license or occupancy agreement; and (vE) each such sublease, license and occupancy agreement shall be subject to and subordinate to all of the terms and provisions of this Lease; (F) prior to the effective date of such occupancy agreement, Tenant shall provide Landlord with the name and address of the occupant and a copy of the agreement under which such occupant is occupying the Premises; and (G) no separate signage is provided to any such Business Affiliate. No such sublease, license or occupancy agreement, as the case may be, shall relieve Tenant from any liability under this Lease. If the occupancy of any such Business Affiliate does not satisfy all of the foregoing conditions, then such occupancy shall be deemed to constitute a Transfer and shall be deemed subject to the provisions of this Article 14.

Business Affiliates. Notwithstanding anything to the contrary contained in the foregoing provisions of this Article 14, Tenant shall have the right, without being subject to Landlord's ’s prior consent, Landlord's ’s right to receive any a Transfer Premium pursuant to Section 14.3 above, above or Landlord's ’s recapture option in Section 14.4 above, but upon at least ten (10) days' prior or contemporaneous written notice to Landlord, to sublease, license or let or otherwise permit occupancy of, up to an aggregate of portions twenty percent (20%) of the Premises Premises, to other entities and/or individuals who have an ongoing business relationship with Tenantindividuals, including subsidiaries of Tenant clients, agents or independent contractors (each a "“Business Affiliate"), ”) which sublease, license or occupancy agreement, as the case may be, to a Business Affiliate shall be on and subject to all of the following conditions: (i) Tenant shall have a business relationship with each such Business Affiliate; (ii) all such Business Affiliates shall be of a reputation comparable to consistent with the reputation of other tenants quality of the BuildingBuilding and Project; (iiiii) all such Business Affiliates shall use the Premises for the Permitted Use and otherwise in conformity with the all of the applicable provisions of this Lease; (iiiiv) each no such Business Affiliate shall be a Prohibited Governmental Entity or On-Site Medicate Tenant described in Section 14.2.3 above; (v) such sublease, license or occupancy agreement is not a subterfuge by Tenant to avoid its obligations under this Article 14; (ivvi) there shall be no separate exterior demising walls which separate the space which is the subject of such sublease, license or occupancy agreement from the balance of the Premises or separate exterior entrances to the space which is the subject of such sublease, license or occupancy agreement; (vii) the term of such sublease, license or occupancy agreement shall not exceed two (2) years (inclusive or renewals); and (vviii) each such sublease, license and occupancy agreement shall be automatically subject to and subordinate to all of the terms and provisions of this LeaseLease without the requirement of any additional writing or acknowledgement from Tenant or the Business Affiliate to confirm same. No such sublease, license or occupancy agreement, as the case may be, shall relieve Tenant from any liability under this Lease. The rights set forth in this Section 14.8 are personal to the Original Tenant and its Affiliates, and may not be exercised by any other person or entity.