Common use of Business Affiliates Clause in Contracts

Business Affiliates. Notwithstanding anything to the contrary contained in this Article 14, Tenant shall have the right, without being subject to Landlord’s prior consent, Landlord’s right to receive a Transfer Premium pursuant to Section 14.3 above or Landlord’s recapture option in Section 14.4 above, but upon prior or contemporaneous written notice to Landlord, to sublease, license or let or otherwise permit occupancy of, up to an aggregate of twenty percent (20%) of the Premises, to individuals, 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 consistent with the quality of the Building and Project; (iii) all such Business Affiliates shall use the Premises in conformity with the all applicable provisions of this Lease; (iv) 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; (vi) there shall be no separate demising walls or 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 (viii) each such sublease, license and occupancy agreement shall be automatically subject to and subordinate to all of the terms and provisions of this Lease 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.

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 's prior consent, Landlord’s right to receive a 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 or contemporaneous written notice to Landlord, to sublease, license or let or otherwise permit occupancy of, of up to an aggregate of twenty percent (20%) 15,000 rentable square feet within the Premises which is other than the Retail Space and Vault Space to vendors, consultants or clients of the PremisesTenant who have an ongoing business relationship with Tenant such as, to individualsfor example, clients, agents or independent contractors 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: (i) Tenant shall have a business relationship with each such Business Affiliate; (iiA) all such Business Affiliates shall be of a reputation consistent with comparable to the quality reputation of other tenants of the Building and ProjectBuilding; (iiiB) all such Business Affiliates shall use the Premises for the Permitted Use and otherwise in conformity with all of the all applicable provisions of this Lease; (ivC) no such Business Affiliate shall be a Prohibited Governmental Entity or On-Site Medicate Tenant described in Section 14.2.3 above; (v) each such sublease, license or occupancy agreement is not a subterfuge by Tenant to avoid its obligations under this Article 14; (viD) there shall be no separate demising walls or 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; (vii) the term of such sublease, license or occupancy agreement shall not exceed two (2) years (inclusive or renewals); and (viiiE) each such sublease, license and occupancy agreement shall be automatically subject to and subordinate to all of the terms and provisions of this Lease without Lease; (F) prior to the requirement 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 additional writing or acknowledgement from Tenant or the such Business Affiliate to confirm sameAffiliate. 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 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 Original Tenant and its Affiliates, and may not be exercised by any other person or entityprovisions 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 prior consent, Landlord’s right to receive a 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 or contemporaneous written notice to Landlord, to sublease, license or let or otherwise permit occupancy of, of up to an aggregate of twenty percent (20%) 1,000 rentable square feet within the Premises to vendors, consultants or clients of the Premises, to individuals, clients, agents or independent contractors Tenant who have an ongoing business relationship with 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) Tenant shall have a business relationship with each such Business Affiliate; (iiA) all such Business Affiliates shall be of a reputation consistent with comparable to the quality reputation of other tenants of the Building and ProjectBuilding; (iiiB) all such Business Affiliates shall use the Premises for the Permitted Use and otherwise in conformity with all of the all applicable provisions of this Lease; (ivC) no such Business Affiliate shall be a Prohibited Governmental Entity or On-Site Medicate Tenant described in Section 14.2.3 above; (v) each such sublease, license or occupancy agreement is not a subterfuge by Tenant to avoid its obligations under this Article 14; (viD) there shall be no separate demising walls or 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 (viiiE) each such sublease, license and occupancy agreement shall be automatically subject to and subordinate to all of the terms and provisions of this Lease without Lease; (F) prior to the requirement 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 additional writing or acknowledgement from Tenant or the such Business Affiliate to confirm sameAffiliate. 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 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 Original Tenant and its Affiliates, and may not be exercised by any other person or entityprovisions of this Article 14.

Business Affiliates. Notwithstanding anything to the contrary contained in this Article 14, Tenant shall have the right, without being subject to Landlord’s prior consent, Landlord’s right to receive a Transfer Premium pursuant to Section 14.3 above above, or Landlord’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 twenty fifteen percent (2015%) of the Premises, to individuals, clients, agents or independent contractors (including employees of Tenant’s Affiliates in an occupancy arrangement that is not part of 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 consistent with the quality of the Building and ProjectProject as a first-class multi-tenant office building project; (iii) all such Business Affiliates shall use the Premises in conformity with the all applicable provisions of this Lease; (iv) no such Business Affiliate shall be a Prohibited Governmental Entity governmental agency or On-Site Medicate Tenant instrumentality thereof described in Section 14.2.3 aboveabove 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); (vi) there shall be no separate demising walls or 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 (viii) each such sublease, license and occupancy agreement shall be automatically 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 without include any Claims arising out of the requirement use or occupancy of any additional writing the Premises by such Business Affiliates and their respective employees, agents and invitees and/or the negligence or acknowledgement from Tenant or the willful misconduct of such Business Affiliate to confirm sameAffiliates 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. 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.

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 a 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 or contemporaneous written notice to Landlord, to sublease, license or let or otherwise permit occupancy of, of up to an aggregate of twenty percent (20%) 15,000 rentable square feet within the Premises to vendors, consultants or clients of the PremisesTenant who have an ongoing business relationship with Tenant such as, to individualsfor example, clients, agents or independent contractors 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: (i) Tenant shall have a business relationship with each such Business Affiliate; (iiA) all such Business Affiliates shall be of a reputation consistent with comparable to the quality reputation of other tenants of the Building and ProjectBuilding; (iiiB) all such Business Affiliates shall use the Premises for the Permitted Use and otherwise in conformity with all of the all applicable provisions of this Lease; (ivC) no such Business Affiliate shall be a Prohibited Governmental Entity or On-Site Medicate Tenant described in Section 14.2.3 above; (v) each such sublease, license or occupancy agreement is not a subterfuge by Tenant to avoid its obligations under this Article 14; (viD) there shall be no separate demising walls or 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 (viiiE) each such sublease, license and occupancy agreement shall be automatically subject to and subordinate to all of the terms and provisions of this Lease without Lease; (F) prior to the requirement 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 additional writing or acknowledgement from Tenant or the such Business Affiliate to confirm sameAffiliate. 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 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 Original Tenant and its Affiliates, and may not be exercised by any other person or entityprovisions of this Article 14.

Business Affiliates. Notwithstanding anything to the contrary contained in this Article 14, Tenant shall have the right, without being subject to Landlord’s prior consent, or Landlord’s right to receive 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 or contemporaneous written notice to Landlord, to sublease, license or let or otherwise permit occupancy of, up to an aggregate of twenty ten percent (2010%) of the Premises, to individuals, 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 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 consistent with the quality of the Building and ProjectProject as a first-class multi-tenant office building project; (iii) all such Business Affiliates shall use the Premises in conformity with the all applicable provisions of this Lease; (iv) no such Business Affiliate shall be a Prohibited Governmental Entity governmental agency or On-Site Medicate Tenant instrumentality thereof described in Section 14.2.3 aboveabove 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; (vi) there shall be no separate demising walls or entrances to the space which is the subject of such sublease, license or occupancy agreement; and (vii) the term of such sublease, license or occupancy agreement shall not exceed two (2) years (inclusive or renewals); and (viii) each such sublease, license and occupancy agreement shall be automatically subject to and subordinate to all of the terms and provisions of this Lease without the requirement of any additional writing or acknowledgement from Tenant or the Business Affiliate to confirm sameLease. 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.

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 a any 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 twenty percent (20%) portions of the PremisesPremises to other entities and/or individuals who have an ongoing business relationship with Tenant, to individuals, clients, agents or independent contractors 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) Tenant shall have a business relationship with each all such Business AffiliateAffiliates shall be of a reputation comparable to the reputation of other tenants of the Building; (ii) all such Business Affiliates shall be of a reputation consistent with the quality of the Building and Project; (iii) all such Business Affiliates shall use the Premises for the Permitted Use and otherwise in conformity with all of the all applicable provisions of this Lease; (iviii) no such Business Affiliate shall be a Prohibited Governmental Entity or On-Site Medicate Tenant described in Section 14.2.3 above; (v) each such sublease, license or occupancy agreement is not a subterfuge by Tenant to avoid its obligations under this Article 14; (viiv) 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 (viiiv) each such sublease, license and occupancy agreement shall be automatically subject to and subordinate to all of the terms and provisions of this Lease without the requirement of any additional writing or acknowledgement from Tenant or the Business Affiliate to confirm sameLease. 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.ARTICLE 15