Common use of Definition of Transfer Premium Clause in Contracts

Definition of Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, actually received by Tenant from such Transferee. “Transfer Premium” shall mean all rent, additional rent or other consideration payable (in lieu of or in addition to rent) by such Transferee in excess of the Rent and Additional Rent payable by Tenant under this Lease (plus the unamortized liability of Tenant for abated Rent under Section 3.2), on a per square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) the unamortized amount (amortized over the useful life of the initial Tenant Improvement or subsequent Alteration) of the then-current net book value of any: (a) initial Tenant Improvements paid for by Tenant as an Additional Cost, and (b) subsequent Alterations made and paid for solely by Xxxxxx in the Premises (and without the benefit of any allowance or other contribution by Landlord), including, but not limited to, any changes, alterations and improvements to the Premises in connection with the Transfer, as such book-value is shown on Tenant’s records and calculated in accordance with Generally Accepted Accounting Principles consistently applied, (ii) any market concessions, such as free rent, relocation allowance, etc., granted by Tenant as consistent with sublease concessions granted by tenants in Comparable Projects, (iii) any brokerage commissions in connection with the Transfer, and (iv) reasonable attorneys’ fees incurred by Tenant in connection with the Transfer (collectively, the “Subleasing Costs”). “Transfer Premium” shall also include, but not be limited to, key money and bonus money paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. If part of the Transfer Premium shall be payable by the Transferee other than in cash, Landlord’s share of such non-cash consideration shall be in such form as is reasonably satisfactory to Landlord.

Definition of Transfer Premium. If Subject to the terms of this ------------------------------ Article 14, if Landlord consents to a Consent Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) one half of any “"Transfer Premium,” " as that term is defined in this Section 14.3, actually received by Tenant from such Transferee. “"Transfer Premium” " shall mean all rent, additional rent or other consideration payable (in lieu of or in addition to rent) by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease (plus during the unamortized liability term of Tenant for abated Rent under Section 3.2), the Transfer on a per rentable square foot basis if less than all of the Premises is transferredtransferred (unless all or a portion of the Subject Space is subject to different Rent and Additional Rent terms, in which case, to the extent applicable, such different terms shall be applicable), after deducting the reasonable actual, out-of-pocket expenses incurred or to be incurred by Tenant for the following (collectively, the "Subleasing Costs") (i) the unamortized amount (amortized over the useful life of the initial Tenant Improvement or subsequent Alteration) of the then-current net book value of any: (a) initial Tenant Improvements paid for by Tenant as an Additional Cost, and (b) subsequent Alterations made and paid for solely by Xxxxxx in the Premises (and without the benefit of any allowance or other contribution by Landlord), including, but not limited to, any changes, alterations and improvements to the Premises in connection with the Transfer, as such book-value is shown on Tenant’s records and calculated in accordance with Generally Accepted Accounting Principles consistently applied, (ii) any market concessionsspace planning, architectural or design fees or expenses incurred in marketing such as free rent, relocation allowance, etc., granted by Tenant as consistent space or in connection with sublease concessions granted by tenants in Comparable Projectssuch Transfer, (iii) any brokerage commissions in connection with improvement allowance or other monetary concessions provided to the TransferTransferee, and (iv) reasonable attorneys’ fees any brokerage commissions incurred by Tenant in connection with the Transfer Transfer, (collectivelyv) legal fees incurred in connection with the Transfer, including those fees and costs reimbursed to Landlord pursuant to the “Subleasing Costs”)last sentence of Section 14.1, (vi) any lease takeover costs incurred by Tenant in connection with the Transfer, (vii) out-of-pocket costs of advertising the space which is the subject of the Transfer, and (viii) the amount of any Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Subject Space during the period, not to exceed four (4) months, commencing on the later of (a) the earlier of the date Tenant contracts with a reputable broker to market the Subject Space or commences negotiations with the Transferee as evidenced by an exchange of proposals, or (b) the date Tenant vacates the Subject Space, until the commencement of the term of the Transfer. “"Transfer Premium” " shall also include, but not be limited to, key money and money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and but shall exclude any payment which is not in excess of fair market value for (i) services rendered by Tenant to Transferee or (ii) for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. If part of the Transfer Premium shall be payable by the Transferee other than in cash, Landlord’s share of such non-cash consideration shall be in such form as is reasonably satisfactory to Landlord.

Definition of Transfer Premium. If Landlord consents to a ------------------------------- Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “"Transfer Premium,” " as that term is defined in this Section 14.3SECTION 11.3, actually received by Tenant from such ------------- Transferee. “"Transfer Premium” " shall mean all rent, additional rent or other consideration payable (in lieu of or in addition to rent) by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer (plus the unamortized liability of Tenant for abated Rent under Section 3.2), on a per rentable square foot basis if less than all of the Premises is transferred), after deducting the reasonable expenses incurred by Tenant for (i) the unamortized amount (amortized over the useful life of the initial Tenant Improvement or subsequent Alteration) of the then-current net book value of any: (a) initial Tenant Improvements paid for by Tenant as an Additional Cost, and (b) subsequent Alterations made and paid for solely by Xxxxxx in the Premises (and without the benefit of any allowance or other contribution by Landlord), including, but not limited to, any changes, alterations and improvements to the Premises in connection with the Transfer, as such book-value is shown on Tenant’s records and calculated in accordance with Generally Accepted Accounting Principles consistently applied, (ii) any market concessions, such as free rent, relocation allowance, etc., granted by Tenant as consistent with sublease concessions granted by tenants in Comparable Projects, (iii) any brokerage commissions in connection with the Transfer, and (iii) any costs to buy-out or take over the previous lease of a Transferee, (iv) reasonable attorneys’ legal fees incurred in connection with the Transfer, (v) the amount of any Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Subject Space during the period commencing on the later of (a) the date Tenant has contracted with a reputable broker to market the Subject Space, and (b) the date Tenant gives Landlord notice that Tenant has vacated the Subject Space, until the commencement of the term of the Transfer, and (vi) any other "out-of-pocket" monetary concessions reasonably provided in connection with the Transfer including, but not limited to, tenant improvement or decorating allowances (collectively, the “Subleasing Costs”"TRANSFER COSTS"). “"Transfer Premium” " shall also include, but not be limited to, key money and money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. If part of the Transfer Premium shall be payable by the Transferee other than in cash, Landlord’s 's share of such non-cash consideration shall be in such form as is reasonably satisfactory to Landlord.

Definition of Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of the amount of any “"Transfer Premium,” " as that term is defined in this Section 14.314.6, actually received by Tenant from such Transferee. “Transfer Premium” "TRANSFER PREMIUM" shall mean all rent, additional rent or other consideration payable (in lieu of or in addition to rent) by such Transferee in excess of the Rent and Additional Rent payable by Tenant under this Lease (plus the unamortized liability of Tenant for abated Rent under Section 3.2), on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) the unamortized amount (amortized over the useful life of the initial Tenant Improvement or subsequent Alteration) of the then-current net book value of any: (a) initial Tenant Improvements paid for by Tenant as an Additional Cost, and (b) subsequent Alterations made and paid for solely by Xxxxxx in the Premises (and without the benefit of any allowance or other contribution by Landlord), including, but not limited to, any changes, alterations and improvements to the Premises in connection with the Transfer, as such book-value is shown on Tenant’s records and calculated in accordance with Generally Accepted Accounting Principles consistently applied, (ii) any market concessions, such as free rent, relocation allowance, etc., granted by Tenant as consistent with sublease concessions granted by tenants in Comparable Projects, (iii) any brokerage commissions in connection with the Transfer, and (iii) any cost to buy-out or takeover the previous lease of a Transferee, (iv) reasonable attorneys’ legal fees incurred by Tenant in connection with the Transfer including those fees and costs reimbursed to Landlord pursuant to Section 14.1 above, (v) the amount of any Rent paid by Tenant to Landlord with respect to the Subject Space during the period commencing on the later of (a) the date Tenant contracts with a reputable broker to market the Subject Space and (b) the date Tenant vacates the Subject Space, until the commencement of the term of the Transfer, and (vi) any other out-of-pocket monetary concessions reasonably provided in connection with the Transfer including, but not limited to, tenant improvement or decorating allowances (collectively, the “Subleasing Costs”"SUBLEASING COSTS"). “"Transfer Premium” " shall also include, but not be limited to, key money and bonus money paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. If part Notwithstanding the foregoing, Tenant may convey, in connection with the Transfer, but pursuant to a separate legally binding agreement, at a cost not to exceed fair market value, Tenant Improvements installed by or for the benefit of Tenant to the Transfer Premium extent paid for by Tenant (and not by any allowance provided by Landlord) and Tenant shall be payable by the Transferee other than entitled to retain any and all consideration received in cashconnection with such conveyance (not in excess of fair market value), Landlord’s share of provided that such non-cash consideration conveyance shall be in such form as is reasonably satisfactory subject to Landlord's rights to such Tenant Improvements upon the expiration or earlier termination of this Lease as provided in this Lease.

Definition of Transfer Premium. If Subject to the terms of this ------------------------------ Article 14, if Landlord consents to a Consent Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “"Transfer Premium,” " as that term is defined in this Section 14.3, actually received by Tenant from such Transferee. “"Transfer Premium” " shall mean all rent, additional rent or other consideration payable (in lieu of or in addition to rent) by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease (plus during the unamortized liability term of Tenant for abated Rent under Section 3.2), the Transfer on a per rentable square foot basis if less than all of the Premises is transferredtransferred (unless all or a portion of the Subject Space is subject to different Rent and Additional Rent terms, in which case, to the extent applicable, such different terms shall be applicable), after deducting the reasonable actual, out-of-pocket expenses incurred or to be incurred by Tenant for the following (collectively, the "Subleasing Costs") (i) the unamortized amount (amortized over the useful life of the initial Tenant Improvement or subsequent Alteration) of the then-current net book value of any: (a) initial Tenant Improvements paid for by Tenant as an Additional Cost, and (b) subsequent Alterations made and paid for solely by Xxxxxx in the Premises (and without the benefit of any allowance or other contribution by Landlord), including, but not limited to, any changes, alterations and improvements to the Premises in connection with the Transfer, as such book-value is shown on Tenant’s records and calculated in accordance with Generally Accepted Accounting Principles consistently applied, (ii) any market concessionsspace planning, architectural or design fees or expenses incurred in marketing such as free rent, relocation allowance, etc., granted by Tenant as consistent space or in connection with sublease concessions granted by tenants in Comparable Projectssuch Transfer, (iii) any brokerage commissions in connection with improvement allowance or other monetary concessions provided to the TransferTransferee, and (iv) reasonable attorneys’ fees any brokerage commissions incurred by Tenant in connection with the Transfer Transfer, (collectivelyv) legal fees incurred in connection with the Transfer, including those fees and costs reimbursed to Landlord pursuant to the “Subleasing Costs”)last sentence of Section 14.1, (vi) any lease takeover costs incurred by Tenant in connection with the Transfer, (vii) out-of-pocket costs of advertising the space which is the subject of the Transfer, and (viii) the amount of any Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Subject Space during the period, not to exceed four (4) months, commencing on the later of (a) the earlier of the date Tenant contracts with a reputable broker to market the Subject Space or commences negotiations with the Transferee as evidenced by an exchange of proposals, or (b) the date Tenant vacates the Subject Space, until the commencement of the term of the Transfer. “"Transfer Premium” " shall also include, but not be limited to, key money and money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and but shall exclude any payment which is not in excess of fair market value for (i) services rendered by Tenant to Transferee or (ii) for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. If part of the Transfer Premium shall be payable by the Transferee other than in cash, Landlord’s share of such non-cash consideration shall be in such form as is reasonably satisfactory to Landlord.