Common use of Consent Conditions Clause in Contracts

Consent Conditions. If (i) neither Overlandlord nor Landlord has exercised Landlord's Option, (ii) Overlandlord has consented to the proposed assignment or Sublease (if consent is required under the Xxxxxxxxx) and (iii) Tenant is not in default of any of Tenant's obligations under this Sublease following applicable notice, then Landlord's consent (which must be in writing and in form reasonably satisfactory to Landlord) to the proposed assignment or sublease shall not be unreasonably withheld, conditioned or delayed. In determining whether to grant such consent, Landlord will determine whether the following conditions have been met or waived, in writing: (a) Tenant shall have thereafter submitted to Landlord (i) a conformed or photostatic copy of the proposed assignment or sublease (and all ancillary documents to be executed in connection with or with respect to or modifying such proposed assignment or sublease), the effective or commencement date of which shall be at least thirty (30) days after the giving of such notice, (ii) a statement setting forth in reasonable detail the identity of the proposed assignee or subtenant, the nature of its business and its proposed use of the Premises, (iii) current financial information with respect to the proposed assignee or subtenant including, without limitation, its most recent certified financial statement and (iv) such other information as Landlord may reasonably request; So long as Landlord occupies space in the Building, the proposed subtenant or assignee is a responsible party whose reputation is reasonably satisfactory to Landlord; (b) The proposed subtenant or assignee has the financial net worth, credit and financial position to discharge its obligations under the proposed sublease or assignment and is not facing pending entity-wide financial difficulty that jeopardizes the continuing viability of such entity as reasonably determined by Landlord; (c) The proposed assignment or sublease shall prohibit use of the Premises for any purpose other than the purposes specifically permitted under Section 6 of this Sublease; (d) Provided that Landlord shall have, or within six (6) months thereafter, reasonably anticipates having (based upon anticipated expiration or restructuring of existing leases) comparable space in the Building available for sublease, the proposed assignee or sublessee is not a person with whom Landlord is then or was during the prior six (6) months, negotiating to sublease space in the Building from Landlord; (e) The form of the proposed sublease shall be reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Section 15; (f) Tenant shall not have advertised or publicized in any way the availability of the Premises without prior notice to and approval by Landlord, which approval shall not be unreasonably withheld, nor shall any advertisement state the name (as distinguished from the address) of the Building or the proposed rental and no such advertisement shall be permitted if the consent of Overlandlord is required, unless such consent is obtained in writing with a copy delivered to Landlord; (g) There shall not be more than four (4) entities (including Tenant) occupying the Premises at any time; (h) The sublease shall not allow the use of the Premises by, nor shall the assignment be to, a foreign or domestic government or governmental agency; and

Consent Conditions. If Tenant shall not perform any Tenant Alterations without first obtaining the prior written consent of Landlord; provided that such consent shall not be required for "Decorating Improvements" as hereinafter described. Without limitation on the foregoing, Landlord may impose such conditions with respect to Tenant Alterations as Landlord deems appropriate, including, without limitation, requiring Tenant to furnish to Landlord for its approval prior to commencement of any work or entry by Tenant's contractors into the Premises or the Building, security for the payment of all costs to be in connection with any such Tenant Alterations, insurance against liabilities which may arise out of the Tenant Alterations and plans and specifications and permits necessary for the Tenant Alterations. Landlord agrees not to unreasonably withhold or delay its consent to any Tenant Alterations; provided, however, that Landlord shall not be deemed to have acted unreasonably if it withholds its consent because, in Landlord's opinion, such work: could adversely affect building systems, the structure of the Building or the safety of its occupants; would increase Landlord's cost of repairs, insurance or furnishing services or otherwise adversely affect Landlord's ability to efficiently operate the Building or furnish services to Tenant or other tenants; involves toxic or hazardous materials; could be costly or hazardous to remove or demolish; requires entry into another tenant's premises or use of public areas; or is prohibited by any mortgage on the Building. The foregoing reasons, however, shall not be exclusive of the reasons for which Landlord may reasonably withhold consent, whether or not such other reasons are similar or dissimilar to the foregoing. In addition, Tenant may perform certain interior decorating or other non-structural alterations to the Premises such as carpeting, painting (so long as the odors from the same do not interfere with any other tenant's operations), hanging artwork or wall coverings, installing furniture systems, or other similar interior decorating improvements, without obtaining Landlord's consent therefor (but subject to the remaining requirements of this Section 14), but only if (i) neither Overlandlord nor Landlord has exercised Landlord's Optionsuch items do not affect the Building structure or systems, the public areas of the Building or any other tenant space, (ii) Overlandlord has consented to the proposed assignment or Sublease (if consent is required under the Xxxxxxxxx) cost of such items does not exceed, in any twelve-month period, $50,000.00 and (iii) Tenant is not in default of any of Tenant's obligations under this Sublease following applicable notice, then Landlord's consent (which must be in writing and in form reasonably satisfactory to Landlord) to the proposed assignment or sublease shall not be unreasonably withheld, conditioned or delayed. In determining whether to grant such consent, Landlord will determine whether the following conditions have been met or waived, in writing: (a) Tenant shall have thereafter submitted gives prior written notice to Landlord (i) of such items, including a conformed or photostatic copy description of the proposed assignment or sublease contemplated work and the types of materials being used. Neither delivery nor approval of plans and specifications shall be required for the foregoing interior decorating items (herein, the "DECORATING IMPROVEMENTS") where plans and all ancillary documents specifications are not reasonably appropriate for the work to be executed in connection with or with respect to or modifying such proposed assignment or sublease), the effective or commencement date of which shall be at least thirty (30) days after the giving of such notice, (ii) a statement setting forth in reasonable detail the identity of the proposed assignee or subtenant, the nature of its business and its proposed use of the Premises, (iii) current financial information with respect to the proposed assignee or subtenant including, without limitation, its most recent certified financial statement and (iv) such other information as Landlord may reasonably request; So long as Landlord occupies space in the Building, the proposed subtenant or assignee is a responsible party whose reputation is reasonably satisfactory to Landlord; (b) The proposed subtenant or assignee has the financial net worth, credit and financial position to discharge its obligations under the proposed sublease or assignment and is not facing pending entity-wide financial difficulty that jeopardizes the continuing viability of such entity as reasonably determined by Landlord; (c) The proposed assignment or sublease shall prohibit use of the Premises for any purpose other than the purposes specifically permitted under Section 6 of this Sublease; (d) Provided that Landlord shall have, or within six (6) months thereafter, reasonably anticipates having (based upon anticipated expiration or restructuring of existing leases) comparable space in the Building available for sublease, the proposed assignee or sublessee is not a person with whom Landlord is then or was during the prior six (6) months, negotiating to sublease space in the Building from Landlord; (e) The form of the proposed sublease shall be reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Section 15; (f) Tenant shall not have advertised or publicized in any way the availability of the Premises without prior notice to and approval by Landlord, which approval shall not be unreasonably withheld, nor shall any advertisement state the name (as distinguished from the address) of the Building or the proposed rental and no such advertisement shall be permitted if the consent of Overlandlord is required, unless such consent is obtained in writing with a copy delivered to Landlord; (g) There shall not be more than four (4) entities (including Tenant) occupying the Premises at any time; (h) The sublease shall not allow the use of the Premises by, nor shall the assignment be to, a foreign or domestic government or governmental agency; andperformed.

Consent Conditions. If (i) neither Overlandlord nor Landlord has exercised Landlord's OptionIn consideration of the agreements contained herein, (ii) Overlandlord has consented including MSD’s consent to the proposed assignment or Sublease (if Innovate Prepayment and the consent is required under the Xxxxxxxxx) and (iii) Tenant is not in default of any of Tenant's obligations under this Sublease following applicable notice, then Landlord's consent (which must be in writing and in form reasonably satisfactory to Landlord) to the proposed assignment or sublease shall not be unreasonably withheldInnovate Redemption, conditioned or delayed. In determining whether to grant such consent, Landlord will determine whether the following conditions have been met or waived, in writingBorrowers agree that: (a) Tenant shall have thereafter submitted New unsecured indebtedness issued to Landlord Parent Borrower by Innovate or a 100% wholly-owned Subsidiary of Innovate in order to effectuate the Innovate Prepayment must (ix) include a conformed or photostatic copy of the proposed assignment or sublease (and all ancillary documents to be executed in connection with or with respect to or modifying such proposed assignment or sublease), the effective or commencement date of which shall be maturity that is at least thirty ninety-one (3091) days after the giving Maturity Date under the MSD Secured Note and (y) be subject to a subordination agreement in form and substance acceptable to MSD providing for (1) payment and lien subordination by Innovate or its 100% wholly-owned Subsidiary in favor of such noticeMSD and, if applicable, Great American, in respect of all outstanding Great American Agreement Obligations (including a block on any payments in cash or otherwise prior to payment in full of all Obligations), (ii2) a statement setting forth block on remedies by Innovate or its 100% wholly-owned Subsidiary prior to the payment in reasonable detail full of all Obligations outstanding under the identity of the proposed assignee or subtenantMSD Secured Note and, if applicable, the nature of its business and its proposed use of the PremisesGA Secured Note, (iii) current financial information with respect to the proposed assignee or subtenant including, without limitation, its most recent certified financial statement and (iv3) other terms and waivers to be agreed; provided that, for the avoidance of doubt, the MSD Secured Note and the GA Secured Note shall not prohibit Parent Borrower from issuing equity (other than disqualified equity (which shall be defined in a customary manner)) to Innovate or a 100% wholly-owned subsidiary of Innovate or incurring any such other information as Landlord may reasonably request; So indebtedness, the proceeds of which are used in each case to effectuate the Innovate Prepayment so long as Landlord occupies space any such indebtedness satisfies the terms in the Building, the proposed subtenant or assignee is a responsible party whose reputation is reasonably satisfactory to Landlord;clauses (x) and (y) above; and (b) The proposed subtenant or assignee has the financial net worthBorrowers shall pay to MSD a consent fee (the “Consent Fee”) in an amount equal to $576,507, credit in the aggregate, which shall be due and financial position to discharge its obligations payable in cash on the earlier of (x) the date the Exit Fee under the proposed sublease MSD Secure Note is due and payable and (y) the date the R2 Sale, the MediBeacon Sale or assignment and is not facing pending entity-wide financial difficulty that jeopardizes the continuing viability DBM Sale (each as defined in the Innovate Side Letter) results in repayment of such entity as reasonably determined by Landlord; (c) The proposed assignment or sublease shall prohibit use at least 50% of the Premises for any purpose other than the purposes specifically permitted under Section 6 of this Sublease; (d) Provided that Landlord shall have, or within six (6) months thereafter, reasonably anticipates having (based upon anticipated expiration or restructuring of existing leases) comparable space in the Building available for sublease, the proposed assignee or sublessee is not a person with whom Landlord is then or was during the prior six (6) months, negotiating to sublease space in the Building from Landlord; (e) The form of the proposed sublease shall be reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Section 15; (f) Tenant shall not have advertised or publicized in any way the availability of the Premises without prior notice to and approval by Landlord, which approval shall not be unreasonably withheld, nor shall any advertisement state the name (as distinguished from the address) of the Building or the proposed rental and no such advertisement shall be permitted if the consent of Overlandlord is required, unless such consent is obtained in writing with a copy delivered to Landlord; (g) There shall not be more than four (4) entities (including Tenant) occupying the Premises at any time; (h) The sublease shall not allow the use of the Premises by, nor shall the assignment be to, a foreign or domestic government or governmental agency; andoutstanding Great American Agreement Obligations.

Consent Conditions. If Tenant shall not perform any Tenant Alterations without first obtaining the prior written consent of Landlord. Without limitation on the foregoing, Landlord may impose such conditions with respect to Tenant Alterations as Landlord deems appropriate, including, without limitation, requiring Tenant to furnish to Landlord for its approval prior to commencement of any work or entry by Tenant’s contractors into the Premises or the Building, security for the payment of all costs to be in connection with any such Tenant Alterations (if reasonably deemed prudent by Landlord), insurance against liabilities which may arise out of the Tenant Alterations and plans and specifications and permits necessary for the Tenant Alterations. Landlord agrees not to unreasonably withhold or delay its consent to any Tenant Alterations; provided, however, that Landlord shall not be deemed to have acted unreasonably if it withholds its consent because, in Landlord’s opinion, such work: could adversely affect building systems, the structure of the Building or the safety of its occupants; would increase Landlord’s cost of repairs, insurance or furnishing services or otherwise adversely affect Landlord’s ability to efficiently operate the Building or furnish services to Tenant or other tenants; involves toxic or hazardous materials; could be costly or hazardous to remove or demolish; requires entry into another tenant’s premises or use of public areas; or is prohibited by any mortgage on the Building. The foregoing reasons, however, shall not be exclusive of the reasons for which Landlord may reasonably withhold consent, whether or not such other reasons are similar or dissimilar to the foregoing. In addition, Tenant may perform certain interior decorating or other non-structural alterations to the Premises such as carpeting, painting (so long as the odors from the same do not interfere with any other tenant’s operations), hanging artwork or wall coverings, installing furniture systems, or other similar interior decorating improvements, without obtaining Landlord’s consent therefor, but only if (i) neither Overlandlord nor Landlord has exercised Landlord's Optionsuch items do not affect the Building structure or systems, the public areas of the Building or any other tenant space, (ii) Overlandlord has consented to the proposed assignment or Sublease (if consent is required under the Xxxxxxxxx) cost of such items does not exceed, in any twelve-month period, $25,000.00 and (iii) Tenant is not in default gives prior written notice to Landlord of any such items, including a description of Tenant's obligations under this Sublease following applicable noticethe contemplated work and the types of materials being used, then Landlord's consent (which must be in writing and in form reasonably satisfactory to Landlord) subject to the proposed assignment or sublease remaining requirements of this Section except that approval of plans and specifications shall not be unreasonably withheld, conditioned or delayed. In determining whether to grant such consent, Landlord will determine whether required for interior decorating where plans and specifications are not appropriate for the following conditions have been met or waived, in writing: (a) Tenant shall have thereafter submitted to Landlord (i) a conformed or photostatic copy of the proposed assignment or sublease (and all ancillary documents work to be executed in connection with or with respect to or modifying such proposed assignment or sublease), the effective or commencement date of which shall be at least thirty (30) days after the giving of such notice, (ii) a statement setting forth in reasonable detail the identity of the proposed assignee or subtenant, the nature of its business and its proposed use of the Premises, (iii) current financial information with respect to the proposed assignee or subtenant including, without limitation, its most recent certified financial statement and (iv) such other information as Landlord may reasonably request; So long as Landlord occupies space in the Building, the proposed subtenant or assignee is a responsible party whose reputation is reasonably satisfactory to Landlord; (b) The proposed subtenant or assignee has the financial net worth, credit and financial position to discharge its obligations under the proposed sublease or assignment and is not facing pending entity-wide financial difficulty that jeopardizes the continuing viability of such entity as reasonably determined by Landlord; (c) The proposed assignment or sublease shall prohibit use of the Premises for any purpose other than the purposes specifically permitted under Section 6 of this Sublease; (d) Provided that Landlord shall have, or within six (6) months thereafter, reasonably anticipates having (based upon anticipated expiration or restructuring of existing leases) comparable space in the Building available for sublease, the proposed assignee or sublessee is not a person with whom Landlord is then or was during the prior six (6) months, negotiating to sublease space in the Building from Landlord; (e) The form of the proposed sublease shall be reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Section 15; (f) Tenant shall not have advertised or publicized in any way the availability of the Premises without prior notice to and approval by Landlord, which approval shall not be unreasonably withheld, nor shall any advertisement state the name (as distinguished from the address) of the Building or the proposed rental and no such advertisement shall be permitted if the consent of Overlandlord is required, unless such consent is obtained in writing with a copy delivered to Landlord; (g) There shall not be more than four (4) entities (including Tenant) occupying the Premises at any time; (h) The sublease shall not allow the use of the Premises by, nor shall the assignment be to, a foreign or domestic government or governmental agency; andperformed.