Common use of Excess Consideration Clause in Contracts

Excess Consideration. If Landlord consents to the Transfer, Tenant shall pay to Landlord as Additional Rent, as and when received by Tenant, fifty percent (50%) of any Bonus Rent (as hereinafter defined) payable by or on behalf of any transferee (the “Transferee”) for or in connection with the Transfer. The term “Bonus Rent,” as used herein, means any and all rent and other consideration, whether denominated rent or otherwise, payable by or on behalf of the Transferee under the terms of the Transfer or any collateral agreement in excess of the Monthly Base Rent and Additional Rent payable hereunder (or in excess of the fair market value of any equipment or other goods or services included as part of the terms of the Transfer or any collateral agreement), less the reasonable cost of any improvements installed by the Tenant, at its expense, in the Premises pursuant to the Transfer for the specific subtenant or assignee (and approved by Landlord), reasonable attorneys’ fees incurred by Tenant in effecting the Transfer, reasonable leasing commissions actually paid by the Tenant in connection with the Transfer, moving allowances, free rent, or any other inducements necessary to secure an assignment or sublease with the proposed Transferee, without deduction for carrying costs due to vacancy or otherwise. During any period in which an Event of Default by Tenant has occurred and is continuing, then at Landlord’s option, upon written notice to the Transferee, Landlord may require the Transferee to pay all or any portion of such Bonus Rent directly to Landlord; provided, however, that Landlord’s acceptance or collection of the Bonus Rent will not be deemed to be a consent to any Transfer or a cure of any default under this Section 14 or any other provisions of this Lease. In the case of a sublease, the Bonus Rent shall be determined by comparing the rent and/or other consideration payable under the sublease to the portion of the Monthly Base Rent and Additional Rent allocable to the subleased portion of the Premises (and the portion of the Monthly Base Rent and Additional Rent allocable to the subleased portion of the Premises shall be determined by multiplying the Monthly Base Rent and Additional Rent by a fraction, the numerator of which is the Rentable Area of the subleased portion of the Premises and the denominator of which is the Rentable Area of the Premises).

Excess Consideration. If Landlord consents to the Transfer, Tenant shall pay to Landlord as Additional Rentadditional rent, as and when received by Tenant, fifty percent (50%) of any Bonus Rent (as hereinafter defined) payable paid by or on behalf of any transferee (the “Transferee”) for or in connection with the Transfer. The term “Bonus Rent,” as used herein, means any and all rent and other consideration, whether denominated rent or otherwiseotherwise attributable to the Transfer, payable and paid by or on behalf of the Transferee under the terms of the Transfer or any collateral agreement in excess of the Monthly Base Rent and Additional Rent payable hereunder (or in excess of the fair market value of any equipment or other goods or services included as part of the terms of the Transfer or any collateral agreement)hereunder, less the reasonable cost of any improvements paid for by Tenant or installed by the Tenant, at its expense, in the Premises pursuant to the Transfer for the specific subtenant or assignee (and approved by Landlord), ) and the unamortized costs of the Tenant Improvements and reasonable leasing commissions and attorneys’ fees incurred by Tenant in effecting the Transfer, reasonable leasing commissions actually paid by the Tenant in connection with the Transfer, moving allowances, free rent, or any other inducements necessary to secure an assignment or sublease with the proposed Transferee, without deduction for carrying costs due to vacancy or otherwise. During any period in which an Event of Default by Tenant has occurred and is continuing, then at At Landlord’s option, upon written notice to the Transferee, Landlord may require the Transferee to pay all or any portion of such Landlord’s share of the Bonus Rent directly to Landlord; provided, however, that Landlord’s acceptance or collection of Landlord’s Share of the Bonus Rent will not be deemed to be a consent to any Transfer or a cure of any default under this Section Paragraph 14 or any other provisions of this Lease. In the case of a sublease, the Bonus Rent shall be determined by comparing the rent and/or other consideration payable paid under the sublease to the portion of the Monthly Base Rent and Additional Rent allocable to the subleased portion of the Premises (and the portion of the Monthly Base Rent and Additional Rent allocable to the subleased portion of the Premises shall be determined by multiplying the Monthly Base Rent and Additional Rent by a fraction, the numerator of which is the Rentable Area rentable square footage of the subleased portion of the Premises and the denominator of which is the Rentable Area rentable square footage of the Premises).

Excess Consideration. If Landlord consents Except in the event of an assignment to an entity purchasing substantially all of the Transferassets of Tenant's business or any Permitted Transfer in accordance with Section 17.09 below, in the event of any assignment or subletting under this Lease, Tenant shall pay to Landlord Landlord, as Additional Rent: (i) in the case of an assignment, as and when received by Tenant, an amount equal to fifty percent (50%) of any Bonus Rent (as hereinafter defined) payable all sums paid to Tenant by or on behalf of any transferee (the “Transferee”) assignee for or by reason of such assignment, including, without limitation, sums paid for the sale of Tenant's Changes (including Tenant's trade fixtures) and Tenant's merchandise, furnishings and equipment, less the then net unamortized or undepreciated cost thereof determined on the basis of Tenant's federal income tax returns and less Tenant's other reasonable costs actually incurred in connection with the Transfer. The term “Bonus Rent,” as used hereinassignment, means any including reasonable brokerage and all rent and other consideration, whether denominated rent or otherwise, payable by or on behalf of the Transferee under the terms of the Transfer or any collateral agreement attorneys' fees; and (ii) in excess of the Monthly Base Rent and Additional Rent payable hereunder (or in excess of the fair market value of any equipment or other goods or services included as part of the terms of the Transfer or any collateral agreement), less the reasonable cost of any improvements installed by the Tenant, at its expense, in the Premises pursuant to the Transfer for the specific subtenant or assignee (and approved by Landlord), reasonable attorneys’ fees incurred by Tenant in effecting the Transfer, reasonable leasing commissions actually paid by the Tenant in connection with the Transfer, moving allowances, free rent, or any other inducements necessary to secure an assignment or sublease with the proposed Transferee, without deduction for carrying costs due to vacancy or otherwise. During any period in which an Event of Default by Tenant has occurred and is continuing, then at Landlord’s option, upon written notice to the Transferee, Landlord may require the Transferee to pay all or any portion of such Bonus Rent directly to Landlord; provided, however, that Landlord’s acceptance or collection of the Bonus Rent will not be deemed to be a consent to any Transfer or a cure of any default under this Section 14 or any other provisions of this Lease. In the case of a sublease, the Bonus Rent shall be determined by comparing the rent and/or other consideration an amount equal to fifty percent (50%) of all sums payable under the sublease to Tenant by the portion of subtenant which exceed the Monthly Base Rent and Additional Rent allocable to accruing under this Lease during the subleased portion term of the Premises (and the portion of the Monthly Base Rent and Additional Rent allocable to the subleased portion of the Premises shall be determined by multiplying the Monthly Base Rent and Additional Rent by a fraction, the numerator of which is the Rentable Area sublease in respect of the subleased portion space (at the rate per square foot of gross leasable area payable by Tenant under this Lease), including, without limitation, sums paid for the sale or rental of Tenant's Changes (including Tenant's trade fixtures) and Tenant's merchandise, furnishings and equipment, (less, in the case of the Premises sale thereof, the then net unamortized or undepreciated cost thereof determined on the basis of Tenant's federal income tax returns) and less Tenant's other reasonable costs actually incurred in connection with the denominator subletting, including reasonable brokerage and attorneys' fees, rent concessions and costs of which is outfitting the Rentable Area of subleased premises for the Premises)subtenant. The sums payable under this Section 17.08 shall be paid to Landlord as and when payable by the assignee or subtenant as the case may be, to Tenant.

Excess Consideration. If In the event of any assignment or sublease, -------------------- Landlord consents to the Transfer, Tenant shall pay to Landlord receive as Additional Rent, as and when received by Tenant, additional rent hereunder fifty percent (50%) of Tenant's "Excess Consideration" derived from such assignment or sublease. If -------------------- Tenant shall elect to assign or sublet, Tenant shall use reasonable and good faith efforts to secure consideration from any Bonus Rent (such assignee or subtenant which would be generally equivalent to then-current market rent, but in no event shall Tenant's monetary obligations to Landlord, as hereinafter defined) payable set forth in this Lease, be reduced. In the event of a sublease, "Excess Consideration" shall mean all rent, -------------------- additional rent or other consideration actually received by or Tenant from such subtenant and/or actually paid by such subtenant on behalf of any transferee (the “Transferee”) for or in connection with the Transfer. The term “Bonus Rent,” as used herein, means any and all rent and other consideration, whether denominated rent or otherwise, payable by or on behalf of the Transferee under the terms of the Transfer or any collateral agreement in excess of the Monthly Base Rent and Additional Rent payable hereunder (or in excess of the fair market value of any equipment or other goods or services included as part of the terms of the Transfer or any collateral agreement), less the reasonable cost of any improvements installed by the Tenant, at its expense, in the Premises pursuant to the Transfer for the specific subtenant or assignee (and approved by Landlord), reasonable attorneys’ fees incurred by Tenant in effecting the Transfer, reasonable leasing commissions actually paid by the Tenant in connection with the Transfer, moving allowances, free subletting in excess of the rent, or any additional rent and other inducements necessary to secure an assignment or sublease with the proposed Transferee, without deduction for carrying costs due to vacancy or otherwise. During any period in which an Event of Default sums payable by Tenant has occurred under this Lease during the term of the sublease on a per square foot basis if less than all of the Premises is subleased, less marketing costs, attorneys' fees and is continuingbrokerage commissions, then at Landlord’s optionif any, upon written notice reasonably incurred by Tenant to procure the Transfereesublease, Landlord may require and the Transferee to pay all or cost of any portion alterations made by Tenant specifically for the benefit of such Bonus Rent directly to Landlord; provided, however, that Landlord’s acceptance or collection of the Bonus Rent will not be deemed to be a consent to any Transfer or a cure of any default under this Section 14 or any other provisions of this Leasesubtenant. In the case event of a subleasean assignment, "Excess Consideration" shall mean key money, bonus money or other consideration -------------------- paid by the Bonus Rent assignee to Tenant in connection with such assignment, and any payment in excess of fair market value for services rendered by Tenant to assignee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to assignee in connection with such assignment, less marketing costs, attorneys' fees and brokerage commissions, if any, reasonably incurred by Tenant to procure the assignment, and the cost of any alterations made by Tenant specifically for the benefit of such assignee. If part of the Excess Consideration shall be determined payable by comparing the rent and/or assignee or subtenant other than in case, then Landlord's share of such non-cash consideration payable under the sublease to the portion of the Monthly Base Rent and Additional Rent allocable to the subleased portion of the Premises (and the portion of the Monthly Base Rent and Additional Rent allocable to the subleased portion of the Premises shall be determined by multiplying the Monthly Base Rent and Additional Rent by a fraction, the numerator of which in such form as is the Rentable Area of the subleased portion of the Premises and the denominator of which is the Rentable Area of the Premises)reasonably satisfactory to Landlord.

Excess Consideration. If Landlord consents to the Transfer, Tenant shall pay to Landlord as Additional Rent, as and when received by Tenant, fifty percent (50%) of any Bonus all Rent (which Tenant receives as hereinafter defined) payable by a result of an assignment of this Lease or on behalf of any transferee (the “Transferee”) for or in connection with the Transfer. The term “Bonus Rent,” as used herein, means any and all rent and other consideration, whether denominated rent or otherwise, payable by or on behalf sublease of the Transferee under the terms of the Transfer Premises or any collateral agreement portion thereof, that is in excess of the Monthly Base Rent and Additional Rent payable hereunder (or in excess of the fair market value of any equipment or other goods or services included as part of the terms of the Transfer or any collateral agreement), less the reasonable cost of any improvements installed by the Tenant, at its expense, in the Premises pursuant to the Transfer Landlord for the specific subtenant or assignee (and approved by Landlord), reasonable attorneys’ fees incurred by Tenant in effecting the Transfer, reasonable leasing commissions actually paid by the Tenant in connection with the Transfer, moving allowances, free rent, or any other inducements necessary to secure an assignment or sublease with the proposed Transferee, without deduction for carrying costs due to vacancy or otherwise. During any period in which an Event of Default by Tenant has occurred and is continuing, then at Landlord’s option, upon written notice to the Transferee, Landlord may require the Transferee to pay all or any portion of such Bonus Rent directly to Landlord; provided, however, that Landlord’s acceptance or collection of the Bonus Rent will not be deemed to be a consent to any Transfer or a cure of any default under this Section 14 or any other provisions of this Lease. In the case of a sublease, the Bonus Rent shall be determined by comparing the rent and/or other consideration payable under the sublease to the portion of the Monthly Base Rent and Additional Rent allocable to the subleased portion of the Premises (and the portion of the Monthly Base Rent and Additional Rent allocable to the subleased portion of the Premises shall be determined by multiplying the Monthly Base Rent and Additional Rent by a fraction, the numerator of which is the Rentable Area of the subleased portion of the Premises and the denominator Term covered by the assignment or sublease; provided that Tenant shall be entitled to deduct from the excess all reasonable out-of-pocket expenses actually incurred by Tenant in connection with such assignment or sublease so long as Tenant provides Landlord with documentation evidencing Tenant’s payment of which such out-of-pocket expenses. Tenant shall pay Landlord for Landlord’s fifty percent (50%) share of any excess within 10 days after Tenant’s receipt thereof. In the event of an Event of Default hereunder, Landlord, in addition to any other remedies under this Lease or provided by Law, may at its option collect directly from the assignee or sublessee all rents payable to Tenant under the assignment or sublease and apply the rent against any sums due to Landlord under this Lease. Tenant authorizes and directs any assignee or sublessee to make payments of rent directly to Landlord upon receipt of notice from Landlord. No direct collection of rent by Landlord from any assignee or sublessee is a novation or a release of Tenant or Guarantor from the Rentable Area performance of their obligations under this Lease or under any guaranty executed by Guarantor. Receipt by Landlord of rent from any assignee, sublessee, or occupant of the Premises)Premises is not a waiver of the covenant against assignment and subletting or a release of Tenant or Guarantor.

Excess Consideration. If Landlord consents to the Transfer, Tenant shall pay to Landlord as Additional Rent, as and when received by Tenant, fifty percent (50%) of any Bonus Rent (as hereinafter defined) payable paid by or on behalf of any transferee (the “Transferee”) for or in connection with the Transfer. The term “Bonus Rent,” as used herein, means any and all rent and other consideration, whether denominated rent or otherwise, payable by or on behalf of the Transferee under the terms of the Transfer or any collateral agreement in excess of the Monthly Base Rent and Additional Rent payable hereunder (or in excess of the fair market value of any equipment or other goods or services included as part of the terms of the Transfer or any collateral agreement)hereunder, less the reasonable cost of any improvements installed by the Tenant, at its expense, in the Premises pursuant to the Transfer for the specific subtenant or assignee (and approved by Landlord), ) and reasonable leasing commissions and reasonable attorneys’ fees incurred by Tenant in effecting the Transfer, reasonable leasing commissions actually paid by the Tenant in connection with the Transfer, moving allowances, free rent, or any other inducements necessary to secure an assignment or sublease with the proposed Transferee, without deduction for carrying costs due to vacancy or otherwise. During any period in which an Event of Default by Tenant has occurred and is continuing, then at At Landlord’s option, upon written notice to the Transferee, Landlord may require the Transferee to pay all or any Landlord’s portion of such Bonus Rent directly to Landlord; provided, however, that Landlord’s acceptance or collection of the Bonus Rent will not be deemed to be a consent to any Transfer or a cure of any default Default under this Section 14 Paragraph 23 or any other provisions of this Lease. In the case of a sublease, the Bonus Rent shall be determined by comparing the rent and/or other consideration payable under the sublease to the portion of the Monthly Base Rent and Additional Rent allocable to the subleased portion of the Premises (and the portion of the Monthly Base Rent and Additional Rent allocable to the subleased portion of the Premises shall be determined by multiplying the Monthly Base Rent and Additional Rent by a fraction, the numerator of which is the Rentable Area rentable area of the subleased portion of the Premises and the denominator of which is the Rentable Area rentable area of the Premises).

Excess Consideration. If Landlord consents to the Transfer, Tenant shall pay to Landlord as Additional Rentadditional rent, as and when received by Tenant, fifty percent (50%) of any Bonus Rent (as hereinafter defined) payable by or on behalf of any transferee (the “Transferee”) for or in connection with the Transfer. The term “Bonus Rent,” as used herein, means any and all rent and other consideration, whether denominated rent or otherwise, payable by or on behalf of the Transferee under the terms of the Transfer or any collateral agreement in excess of the Monthly Base Rent and Additional Rent payable hereunder (or in excess of the fair market value of any equipment or other goods or services included as part of the terms of the Transfer or any collateral agreement)hereunder, less the reasonable cost of any improvements installed by the Tenant, at its expense, in the Premises pursuant to the Transfer for the specific subtenant or assignee (and approved by Landlord), ) and reasonable leasing commissions and attorneys’ fees incurred by Tenant in effecting the Transfer, reasonable leasing commissions actually paid by the Tenant in connection with the Transfer, moving allowances, free rent, or any other inducements necessary to secure an assignment or sublease with the proposed Transferee, without deduction for carrying costs due to vacancy or otherwise. During any period in which an Event Such costs of Default by Tenant has occurred additional improvements, leasing commissions and is continuing, then at attorneys’ fees shall be amortized over the term of the Transfer. At Landlord’s option, upon written notice to the Transferee, Landlord may require the Transferee to pay all or any portion of such Landlord’s share of the Bonus Rent directly to Landlord; provided, however, that Landlord’s acceptance or collection of Landlord’s Share of the Bonus Rent will not be deemed to be a consent to any Transfer or a cure of any default under this Section 14 or any other provisions of this Lease. In the case of a sublease, the Bonus Rent shall be determined by comparing the rent and/or other consideration payable under the sublease to the portion of the Monthly Base Rent and Additional Rent allocable to the subleased portion of the Premises (and the portion of the Monthly Base Rent and Additional Rent allocable to the subleased portion of the Premises shall be determined by multiplying the Monthly Base Rent and Additional Rent by a fraction, the numerator of which is the Rentable Area rentable square footage of the subleased portion of the Premises and the denominator of which is the Rentable Area rentable square footage of the Premises).