Common use of Conditions to Consent Clause in Contracts

Conditions to Consent. Notwithstanding anything to the contrary contained herein, it shall not be unreasonable for Landlord to withhold its consent to any proposed assignment or sublease if (i) Tenant proposes to assign this Lease or sublease the Premises or any portion thereof to any person or entity with whom Landlord is then negotiating for the rental of other space in the Building or who is a tenant in the Building or any other building owned by Landlord or any affiliate of Landlord; or (ii) the net worth of any such proposed assignee or subtenant is less than the greater of (A) the net worth of Tenant on the date hereof or (B) the net worth of Tenant at the time of any such assignment or sublease; or (iii) the proposed use is not limited to the Permitted Uses; or (iv) there are then two (2) or more leases or subleases in effect with respect to the Premises (including this Lease); or (v) any rent payable by Tenant hereunder is so-called “percentage rent” (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 (v) above). 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 the payment of Rent hereunder.

Conditions to Consent. Notwithstanding anything to the contrary contained herein, it shall not be unreasonable for Landlord to withhold its consent to any proposed assignment or sublease if (i) Tenant proposes to assign this Lease or sublease the Premises or any portion thereof to any person or entity with whom Landlord is then negotiating for the rental of other space in at the Building Site or who is a tenant in any building at the Building Site or any other building owned by Landlord or any affiliate of Landlord; or (ii) the net worth of any such proposed assignee or subtenant is less than the greater of (A) the net worth of Tenant on the date hereof or (B) the net worth of Tenant at the time of any such assignment or sublease; or (iii) in Landlord’s judgment the proposed assignee or subtenant is engaged in a business which is not in keeping with the then standards of the Building and the proposed use is not limited to the Permitted UsesUse; or (iv) there are then two (2) or more leases or subleases in effect with respect to the Premises (including this Lease); or (v) the proposed sublease is for a portion of the Premises of less than 5,000 rentable square feet; or (vi) any rent payable by Tenant hereunder is so-called “percentage rent” (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 (vvi) above). Landlord’s consent shall be granted only if any and all rights of expansion, extension, renewal, first offer, and the like contained within this Lease are deleted and/or waived by Tenant, and if requested by Landlord such assignee or subtenant, and 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 the payment of Rent hereunder.

Conditions to Consent. Notwithstanding anything to the contrary contained herein, it shall not be unreasonable for Landlord to withhold its consent to any proposed assignment or sublease if (i) Tenant proposes to assign this Lease or sublease the Premises or any portion thereof to any person or entity with whom Landlord is then negotiating for the rental of other space in the Building Business Park or who is a tenant in any building in the Building Business Park or any other building owned by Landlord or any affiliate of Landlord; or (ii) the net worth of any such proposed assignee or subtenant is less than the greater of (A) the net worth of Tenant on the date hereof or (B) the net worth of Tenant at the time of any such assignment or sublease; or (iii) in Landlord’s judgment the proposed assignee or subtenant is engaged in a business which is not in keeping with the then standards of the Building and the proposed use is not limited to the Permitted UsesUse; or (iv) there are then two (2) or more leases or subleases in effect with respect to the Premises (including this Lease); or (v) the proposed sublease is for a portion of the Premises of less than 5,000 rentable square feet; or (vi) any rent payable by Tenant hereunder is so-called “percentage rent” (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 (vvi) above). Landlord’s consent shall be granted only if any and all rights of expansion, extension, renewal, first offer, and the like contained within this Lease are deleted and/or waived by Tenant, and if requested by Landlord such assignee or subtenant, and 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 the payment of Rent hereunder.

Conditions to Consent. Notwithstanding anything to the contrary contained hereinin Article 16.1., above, Tenant’s transfer of its interest pursuant to this Lease shall be subject to the following express conditions, which conditions are agreed by Landlord and Tenant to be reasonable: 16.2.1 That the proposed transferee shall be subject to the prior written consent of Landlord, which may not be unreasonably withheld, conditioned or delayed but, without limiting the generality of the foregoing, it shall not be unreasonable reasonable for Landlord to withhold its deny such consent if: (a) The use to any proposed assignment or sublease if (i) Tenant proposes to assign this Lease or sublease be made of the Premises or any portion thereof to any person or entity by the proposed transferee is (1) not generally consistent with whom Landlord is then negotiating for the rental character and nature of all other space tenancies in the Building Building, or who (2) a use which conflicts with any so-called “exclusive” then in favor of, or for any use which is a the same as that stated in any percentage rent lease to, another tenant in of the Building or any other building owned buildings which are in the same complex as the Building, or (3) a use which would be prohibited by any other portion of this Lease (including, but not limited to, any rules and regulations then in effect); (b) The financial responsibility of the proposed transferee is not reasonably satisfactory to Landlord or in any affiliate event not at least equal to those which were possessed by Tenant as of Landlordthe date of execution of this Lease; (c) The proposed transferee is either a governmental agency or instrumentality thereof; or (d) Either the proposed transferee or (ii) any person or entity which directly or indirectly controls, is controlled by or is under common control with the net worth of any such proposed assignee or subtenant is less than the greater of transferee (A) occupies space in the net worth Building at the time of Tenant on the date hereof request for consent, or (B) is negotiating with Landlord or has negotiated with Landlord during the net worth six (6) month period immediately preceding the date of Tenant at the time of proposed transfer, to lease space in the Building. 16.2.2 Whether or not Landlord consents to any such transfer, Tenant shall pay to Landlord Landlord’s then standard processing fee and reasonable attorney fees incurred in connection with the proposed transfer up to the aggregate sum of $1,500.00; 16.2.3 That the proposed transferee shall execute an agreement pursuant to which it shall agree to perform faithfully and be bound by all of the terms, covenants, conditions, provisions and agreements of this Lease applicable to that portion of the Premises so transferred; and 16.2.4 That an executed duplicate original of said assignment and assumption agreement or other transfer on a form reasonably approved by Landlord, shall be delivered to Landlord within five (5) days after the execution thereof, and that such transfer shall not be binding upon Landlord until the delivery thereof to Landlord and the execution and delivery of Landlord’s consent thereto. It shall be a condition to Landlord’s consent to any subleasing, assignment or sublease; other transfer of part or (iii) the proposed use is not limited to the Permitted Uses; or (iv) there are then two (2) or more leases or subleases all of Tenant’s interest in effect with respect to the Premises (including hereinafter referred to as a “Transfer”) that (i) upon Landlord’s consent to any Transfer, Tenant shall pay and continue to pay fifty percent (50%) of any “Transfer Premium” (defined below), received by Tenant from the transferee; (ii) any sublessee of part or all of Tenant’s interest in the Premises shall agree that in the event Landlord gives such sublessee notice that Tenant is in default under this Lease, such sublessee shall thereafter make all sublease or other payments directly to Landlord, which will be received by Landlord without any liability whether to honor the sublease or otherwise (except to credit such payments against sums due under this Lease); , and any sublessee shall agree to attorn to Landlord or (v) its successors and assigns at their request should this Lease be terminated for any rent payable by Tenant hereunder is so-called “percentage rent” (providedreason, however, that it is hereby agreed and acknowledged except that in no event shall Landlord’s right Landlord or its successors or assigns be obligated to withhold accept such attornment; (iii) any such Transfer and consent shall be limited to the basis set forth effected on forms supplied by Landlord and/or its legal counsel; (iv) Landlord may require that Tenant not then be in clauses (i) through default hereunder in any respect; and (v) above). Tenant or the proposed subtenant or assignee (collectively, “Transferee”) shall agree to pay Landlord’s consent , upon demand, as additional rent, a sum equal to the additional costs, if any, incurred by Landlord for maintenance and repair as a result of any change in the nature of occupancy caused by such subletting or assignment “Transfer Premium” shall mean all rent, additional rent or other consideration payable by a Transferee in connection with a Transfer in excess of the Rent payable by Tenant under this Lease during the term of the Transfer and if such Transfer is less than all of the Premises, the Transfer Premium shall be granted only if calculated on a rentable square foot basis. “Transfer Premium” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by a transferee to Tenant in connection with such Transfer and any payment in excess of fair market value for services rendered by Tenant to the Transferee and any payment in excess of fair market value for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to the Transferee in connection with such Transfer, after deducting Tenant’s “out-of-pocket” direct costs such as leasing commissions, legal fees, subtenant improvements, free rent and any subleasing processing or review fees charged by the Landlord. Subject to the foregoing, “Transfer Premium” shall not include any amounts paid for the acquisition of Tenant or for a merger with Tenant. In no event shall the consent by Landlord to an assignment or subletting be construed as relieving Tenant, any assignee, or sublessee from obtaining the express written consent of Landlord to any further assignment or subletting, or as releasing Tenant from any liability or obligation hereunder whether or not then accrued and Tenant shall continue to be fully liable therefor. No collection or acceptance of Rent by Landlord from any person other than Tenant shall be deemed a waiver of any provision of this Article 16 or the acceptance of any assignee or subtenant hereunder, or a release of Tenant (or of any successor of Tenant or any subtenant) Notwithstanding anything to the contrary in this Lease, if Tenant or any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent under this Article 16 or otherwise has breached or acted unreasonably under this Article 16, their sole remedies shall promptly execute, acknowledgebe a declaratory judgment and an injunction for the relief sought without any monetary damages, and deliver Tenant hereby waives all other remedies, including, without limitation, any right at law or equity to Landlord an agreement in form and substance satisfactory terminate this Lease, on its own behalf and, to Landlord whereby the assignee or subtenant shall agree to be bound by and upon extent permitted under all applicable laws, on behalf of the covenants, agreements, terms, provisions and conditions set forth in this Lease other than the payment of Rent hereunderproposed Transferee.

Conditions to Consent. Notwithstanding anything to the contrary contained herein, it shall not be unreasonable for Landlord to withhold its consent to any proposed assignment or sublease if (i) Tenant proposes to assign this Lease or sublease the Premises or any portion thereof to any person or entity with whom Landlord is then negotiating for the rental of other space in the Building or who is a tenant in the Building or any other building owned by Landlord or any affiliate of Landlord; or (ii) the net worth of any such proposed assignee or subtenant is less than the greater of (A) the net worth of Tenant on the date hereof or (B) the net worth of Tenant at the time of any such assignment or sublease; or (iii) in Landlord’s judgment the proposed assignee or subtenant is engaged in a business which is not in keeping with the then standards of the Building and the proposed use is not limited to the Permitted UsesUse; or (iv) there are then two (2) or more leases or subleases in effect with respect to the Premises (including this Lease); or (v) any rent payable by Tenant hereunder the proposed sublease is so-called “percentage rent” for a portion of the Premises of less than 10,000 rentable square feet (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 (v) above). Landlord’s consent shall be granted only if any and all rights of expansion, extension, renewal, first offer, and the like contained within this Lease are deleted and/or waived by Tenant, and if requested by Landlord such assignee or subtenant, and 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 the payment of Rent hereunder.