Common use of Conditions to Consent Clause in Contracts

Conditions to Consent. As a condition to Landlord’s prior written consent as provided for in this Article 22, (i) Tenant shall pay to Landlord a nonrefundable review fee of $500.00 plus Landlord’s reasonable legal and consultant fees and costs incurred due to the request to transfer, (ii) Tenant shall provide to Landlord such background, financial and other information as Landlord may request to evaluate the proposed transfer, (iii) the transferee(s) shall agree in writing to comply with and be bound by all of the terms, covenants, conditions, provisions and agreements of this Agreement, and (iv) Tenant shall deliver to Landlord, promptly after execution, an executed copy of each transfer instrument and an agreement of said compliance by each transferee. Tenant agrees, by way of example and without limitation, that it shall not be unreasonable for Landlord to withhold its consent to a proposed assignment or subletting if (a) Landlord determines that the proposed assignee’s or subtenant’s use of the Premises conflicts with Section 1.10 or conflicts with any other provision under this Agreement; (b) Landlord determines that the proposed assignment or subletting would breach a covenant, condition or restriction in any encumbrance, financing agreement or other agreement relating to the Premises or this Agreement; or (c) an Event of Default under Article 20 has occurred and is continuing at the time of Tenant’s request for Landlord’s consent, or as of the effective date of such assignment or subletting.

Conditions to Consent. As The following provisions shall be applicable to a condition Transfer whether or not the consent of Landlord thereto is required or given: (a) Any Transfer to which Landlord consents or which is otherwise permitted under this Lease shall be subject to Tenant and the transferee executing, prior to the Transfer being made, an agreement with Landlord on terms and conditions that are customary at the applicable time for such agreements and otherwise in form and content satisfactory to Landlord’s prior written consent as , Tenant and such Transferee, each acting reasonably, provided for that such agreement shall provide, inter alia, that: (1) in this Article 22, (i) Tenant shall pay the case of an assignment the Transferee agrees to Landlord a nonrefundable review fee of $500.00 plus Landlord’s reasonable legal and consultant fees and costs incurred due to the request to transfer, (ii) Tenant shall provide to Landlord such background, financial and other information as Landlord may request to evaluate the proposed transfer, (iii) the transferee(s) shall agree in writing to comply with and be bound by all of the terms, covenants, conditions, provisions and agreements terms of this AgreementLease jointly and severally with Tenant as if it had originally executed this Lease as tenant; (2) in the case of a sublease: (A) the transferee’s right, title and interest in and to the Premises shall terminate upon the surrender, release, disclaimer or merger of this Lease, and the transferee waives its rights to retain possession of the subleased premises or obtain relief from forfeiture under the provisions of the Commercial Tenancies Act (ivOntario) or any other statutory provisions; (B) upon notice from Landlord, the transferee shall pay all amounts payable by it each month under the sublease directly to Landlord, who shall apply such payments on account of Tenant’s obligations under this Lease; and (C) the transferee shall not enter into, consent to or permit a sub-sublease of all or any part of the Premises that is subject to such sublease. Such agreement and any required consent of Landlord to a Transfer shall, at Landlord’s option, be prepared by Landlord or its solicitors and any and all reasonable legal and administrative costs with respect thereto shall be paid by Tenant. (b) If Tenant effects a Transfer, Landlord may collect Rent from the transferee and apply the net amount collected to the Rent payable under this Lease but no acceptance by Landlord of any payments by a transferee shall be deemed to be acceptance of the transferee as a tenant or a waiver of Tenant’s covenants or a release of Tenant from the further performance by Tenant of its obligations under this Lease. (c) Tenant shall deliver pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment. (d) In the event that this Lease is disclaimed or terminated in the context of any bankruptcy proceeding pertaining to any transferee of this Lease, Ciena Canada, Inc. (the “Original Tenant”), within 10 days after receipt of a notice from Landlord, promptly after executionwhich notice may be given to Original Tenant at Landlord’s option, an executed copy shall enter into a new lease with, and prepared by, Landlord on the same terms and conditions as contained herein for the balance of each transfer instrument the Term (being the period commencing on the date of such disclaimer or termination, as the case may be, and an agreement expiring on the date this Lease would have expired except for such disclaimer or termination). Original Tenant’s obligations under this Section 10.4 shall survive the disclaimer or termination of said compliance this Lease in the context of any bankruptcy proceeding pertaining to any transferee of this Lease. (e) Notwithstanding the effective date of any permitted Transfer as between Tenant and the transferee, all Rent for the month in which such Transfer occurs shall be paid in advance by each transferee. Tenant agrees, by way of example and without limitation, so that it shall Landlord will not be unreasonable required to accept partial payments of Rent for Landlord to withhold its such month from either Tenant or transferee. (f) If the Transfer in respect of which consent to a proposed assignment or subletting if (a) Landlord determines that the proposed assignee’s or subtenant’s use has been given is not completed within 180 days of the Premises conflicts with Section 1.10 date of such consent or conflicts with any other provision under this Agreement; (b) Landlord determines that the proposed assignment or subletting would breach a covenant, condition or restriction in any encumbrance, financing agreement or other agreement relating to the Premises or this Agreement; or (c) if an Event of Default under Article 20 has occurred and that is continuing continuing, then such consent shall, at the time of Tenant’s request for Landlord’s consentoption, or as of the effective date of such assignment or sublettingbecome void.

Conditions to Consent. As a condition to Landlord’s prior written consent as provided for in this Article 22, (i) Tenant shall pay to Landlord a nonrefundable review fee of $500.00 plus Landlord’s reasonable legal and consultant fees and costs incurred due Notwithstanding anything to the request to transfercontrary contained herein, (ii) Tenant shall provide to Landlord such background, financial and other information as Landlord may request to evaluate the proposed transfer, (iii) the transferee(s) shall agree in writing to comply with and be bound by all of the terms, covenants, conditions, provisions and agreements of this Agreement, and (iv) Tenant shall deliver to Landlord, promptly after execution, an executed copy of each transfer instrument and an agreement of said compliance by each transferee. Tenant agrees, by way of example and without limitation, that it shall not be unreasonable for Landlord to withhold its consent to a any proposed assignment or subletting sublease if (ai) Landlord determines that the Tangible Net Worth of any such proposed assignee’s assignee is less than the greater of (A) the Tangible Net Worth of Tenant on the date hereof or subtenant’s use (B) the Tangible Net Worth of Tenant at the Premises conflicts with Section 1.10 or conflicts with time of any other provision under this Agreement; (b) Landlord determines that the proposed assignment or subletting would breach a covenant, condition or restriction in any encumbrance, financing agreement or other agreement relating to the Premises or this Agreementsuch assignment; or (cii) the proposed use is not limited to the Permitted Use; or (iii) any such proposed assignee or subtenant is a governmental entity, or subdivision or agency thereof (provided, however, that it is hereby agreed and acknowledged that in no event shall Landlord’s right to withhold consent be limited to the basis set forth in clauses (i) through (iii) above); or (iv) Tenant is in default hereunder. Landlord’s consent shall be granted only if the assignee or subtenant shall promptly execute, acknowledge, and deliver to Landlord an agreement in form and substance satisfactory to Landlord whereby the assignee or subtenant shall agree to be bound by and upon the covenants, agreements, terms, provisions and conditions set forth in this Lease other than, with respect to a proposed subtenant, the payment of Rent hereunder. Tenant authorizes its transferees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so following the occurrence of an Event of Default under Article 20 has occurred and is continuing at the time of Tenant’s request for Landlord’s consent, or as of the effective date of such assignment or sublettinghereunder.

Conditions to Consent. As Landlord's consent may be made or withheld subject to such terms and conditions as Landlord considers necessary in order to protect its interest in the Premises and the Project, including the following: that any proposed assignee shall execute, acknowledge and deliver to Landlord an agreement in form and substance satisfactory to Landlord whereby such assignee shall assume and agree to perform all Tenant's obligations under this Lease arising from and after the date of the transfer and whereby such assignee agrees that notwithstanding such assignment, this Article shall continue to be binding upon it with respect to future assignments, subleases and/or other transfers. Landlord shall not be required to amend this Lease in connection with any assignment or sublease. Tenant and any such proposed assignee or sublessee shall promptly furnish to Landlord all documents, agreements and understandings of any nature with regard to such transaction, and such parties shall represent and warrant to Landlord in writing that the materials so furnished to Landlord represent their entire agreement with regard to such assignment or sublease. In addition, if Landlord requires personal guaranties from financially responsible persons as a condition of consent, such guarantors shall execute, acknowledge and deliver an absolute and unconditional guaranty in a form presented by Landlord which shall contain waivers of all defenses to Landlord’s prior written consent as provided for in this Article 22, (i) the maximum extent permitted by law. Tenant and any Guarantors shall pay continue to be liable to Landlord a nonrefundable review fee of $500.00 plus Landlord’s reasonable legal and consultant fees and costs incurred due to the request to transferunder this Lease, (ii) Tenant shall provide to Landlord such backgroundwhether this Lease is assigned, financial and other information as Landlord may request to evaluate the proposed transfer, (iii) the transferee(s) shall agree in writing to comply with and be bound by all of the terms, covenants, conditions, provisions and agreements of this Agreementsublet or otherwise transferred, and (iv) in any event Tenant shall deliver waives any suretyship defenses that it may otherwise have to an action brought by Landlord, promptly after execution, an executed copy of each transfer instrument and an agreement of said compliance by each transferee. Tenant agrees, by way of example and including without limitation, that it shall not be unreasonable for Landlord to withhold its consent to a proposed assignment or subletting if (a) Landlord determines that the proposed assignee’s or subtenant’s use those contained in Sections 2809, 2810, 2819, 2839, 2849, 2855, 2899 and 3433 of the Premises conflicts with Section 1.10 or conflicts with California Civil Code, as now hereafter amended and any other provision under this Agreement; (b) Landlord determines that the proposed assignment or subletting would breach a covenant, condition or restriction in any encumbrance, financing agreement or other agreement relating to the Premises or this Agreement; or (c) an Event of Default under Article 20 has occurred and is continuing at the time of Tenant’s request for Landlord’s consent, or as of the effective date of such assignment or sublettingsimilar laws.

Conditions to Consent. As a condition If Landlord consents to any such transfer, assignment or subletting hereunder for which its consent is required, the same shall not be effective unless and until (a) Tenant gives written notice thereof to Landlord and (b) such transferee, assignee or sublessee shall deliver to Landlord’s prior written consent as provided for in this Article 22, : (i) Tenant shall pay a written agreement in form and substance satisfactory to Landlord a nonrefundable review fee pursuant to which such transferee, assignee or sublessee assumes all of $500.00 plus Landlord’s reasonable legal the obligations and consultant fees and costs incurred due to liabilities of Tenant hereunder that accrue after the request to transfer, date of the assignment or sublease; (ii) Tenant shall provide to Landlord such background, financial a certified copy of the assignment agreement or sublease; and other information as Landlord may request to evaluate the proposed transfer, (iii) the transferee(s) shall agree assignor agrees in writing satisfactory to comply with Landlord in form and be bound by all of the terms, covenants, conditions, provisions and agreements of substance to remain liable under this Agreement, and (iv) Lease. Tenant shall deliver to pay Landlord, promptly after execution, an executed copy of each transfer instrument ’s reasonable attorney’s fees and an agreement of said compliance by each transferee. Tenant agrees, by way of example and without limitation, that it shall not be unreasonable for Landlord to withhold its consent to a proposed assignment or subletting if (a) Landlord determines that the proposed assignee’s or subtenant’s use of the Premises conflicts other actual out-of- pocket costs incurred in connection with Section 1.10 or conflicts with any other provision under this Agreement; (b) Landlord determines that the proposed assignment or subletting would breach a covenant, condition or restriction in any encumbrance, financing agreement or other agreement relating to the Premises or this Agreement; or (c) an Event of Default under Article 20 has occurred and is continuing at the time of Tenant’s request for any Landlord consent. If this Lease is transferred or assigned, as aforesaid, or if the Premises or any part thereof be sublet or occupied by anybody other than Tenant, in violation of this Lease, then Landlord, whether before or after default by Tenant, may, in addition to, and not in diminution of or substitution for, any other rights and remedies under this Lease or pursuant to law which Landlord may be entitled as a result thereof, collect rent from the transferee, assignee, subtenant or occupant and apply the net amount collected to the Rent herein reserved, but no such transfer, assignment, subletting, occupancy or collection shall be deemed a waiver of Landlord’s consentright to give or withhold consent to any transfer, assignment, mortgaging, or as encumbering of the effective date Premises, or a release of such assignment or sublettingTenant from the further performance by Tenant of covenants on the part of Tenant herein contained.