Common use of Landlord’s Recapture Rights Clause in Contracts

Landlord’s Recapture Rights. With exception to the initial sublease by --------------------------- Tenant to an interested third party of not more than 3,500 square feet, and prior to the commencement of the second year of the Term, and at any time within twenty (20) business days after Landlord's receipt of all (but not less than all) of the information and documents described in Section 14.2 above, Landlord may, at its option by written notice to Tenant, elect to: (a) sublease the Premises or the portion thereof proposed to be sublet by Tenant upon the same terms as those offered to the proposed subtenant; (b) take an assignment of the Lease upon the same terms as those offered to the proposed assignee; or (c) terminate the Lease to the portion of the Premises proposed to be assigned or sublet, with a proportionate adjustment in the Rent payable hereunder if the Lease is terminated as to less than all of the Premises provided that Tenant, within five (5) days after receipt of the Landlord's notice to terminate, may withdraw its request for consent to the transfer, in which event Landlord's election to terminate the Lease shall be null and void and of no further effect. If Landlord does not exercise any of the options described in the preceding sentence, then, Tenant shall provide Landlord with a copy of the proposed assignment or sublease and within a twenty (20) business day period, Landlord shall either consent or deny its consent to the proposed assignment or subletting.

Landlord’s Recapture Rights. With exception to the initial sublease by --------------------------- Tenant to an interested third party of not more than 3,500 square feet, and prior to the commencement of the second year of the Term, and at At any time within twenty ten (2010) business days after Landlord's receipt of all (but not less than all) of the information and documents described in Section 14.2 Paragraph 16.2 above, Landlord may, at its option by written notice to Tenant, elect to: (a) sublease the Premises or the portion thereof proposed to be sublet by Tenant upon the same terms as those offered to the proposed subtenant; (b) take an assignment of the Lease upon the same terms as those offered to the proposed assignee; or (c) terminate the Lease in its entirety or as to the portion of the Premises proposed to be assigned or sublet, with a proportionate adjustment in the Rent payable hereunder if the Lease is terminated as to less than all of the Premises provided that Tenant, within five (5) days after receipt of the Landlord's notice to terminate, may withdraw its request for consent to the transfer, in which event Landlord's election to terminate the Lease shall be null and void and of no further effectPremises. If Landlord does not exercise any of the options described in the preceding sentence, then, Tenant shall provide Landlord with a copy of during the proposed assignment or sublease and within a twenty above-described ten (2010) business day period, Landlord shall either consent or deny its consent to the proposed assignment or subletting. Notwithstanding Landlord's right to recapture all or a portion of the Premises as provided in this Paraxxxxx 00.0, Xxxxxxxx xxxll not exercise its right of recapture where Tenant enters into an arrangement to share space, if such space-sharing arrangement meets the following conditions: (i) the provisions of Paragraphs 16.1, 16.2, 16.4, 16.5, and 16.7 are otherwise complied with, (ii) the entire area which Tenant so shares is less than 2,000 square feet, (iii) the term of the proposed space-sharing arrangement is no longer than the lesser of one (1) year or the then remainder of the term of this Lease as of the proposed Effective Date of the proposed space-sharing, and {iv) the proposed shared area should not be physically separated or demised within the Premises then under ease to Tenant.

Landlord’s Recapture Rights. With exception to the initial sublease by --------------------------- Tenant to an interested third party of not more than 3,500 square feet, and prior to the commencement of the second year of the Term, and at At any time within twenty (20) business days after Landlord's receipt of all (but not less than all) of the ofthe information and documents described in Section 14.2 above15.2, Landlord may, at its option option, in its sole and absolute discretion, by written notice to Tenant, elect to: (ai) sublease the Premises or the portion thereof proposed to be sublet by Tenant upon the same terms as those offered to the proposed subtenant; (bii) take an assignment of the this Lease upon the same terms as those offered to the proposed assignee; or (ciii) terminate the this Lease in its entirety or as to the portion of the Premises subject to the proposed to be assigned or subletTransfer, with a proportionate adjustment in the Rent payable hereunder if the this Lease is terminated as to less than all of the Premises provided that Tenant, within five (5) days after receipt of the Landlord's notice to terminate, may withdraw its request for consent to the transfer, in which event Landlord's election to terminate the Lease shall be null and void and of no further effectPremises. If Landlord does not exercise any of the options described in the preceding sentence, then, Tenant shall provide Landlord with a copy of during the proposed assignment or sublease and within a above-described twenty (20) business day period, Landlord shall either consent or deny its consent to the proposed assignment Transfer, 15.4 Landlord's Consent; Standards. 15.4.1 Subject to the provisions of Section 15.3, Landlord's consent to any proposed Transfer shall not be unreasonably withheld; provided, however, that in addition to any other grounds available hereunder or sublettingunder applicable Law for properly withholding consent to such proposed Transfer, Landlord's consent with respect thereto shall be deemed reasonably withheld if in Landlord's good faith judgment: (i) the proposed Transferee does not have the financial strength (taking into account all of the Transferee's other actual 01' potential obligations and liabilities) to perform its obligations with respect to the proposed Transfer (or otherwise does not [DBL:dbIJMaguireProperties - SDTe - YoNaturals Lease/I 064.002] -16- (' ( satisfy Landlord's standards for financial standing with respect to tenants under direct leases of comparable economic scope); (ii) the business and operations of the proposed Transferee are not of comparable quality to the business and operations being conducted by direct tenants of Landlord in the Project; (iii) the proposed Transferee intends to lease any part of the Premises for a purpose not permitted under this Lease; (iv) either the proposed Transferee, or any person which directly or indirectly controls, is controlled by, or is under common control with the proposed Transferee occupies space in the Project or has negotiated with Landlord (or any affiliate of Landlord) within the preceding one hundred eighty (180) days (or is currently negotiating with Landlord (or any affiliate of Landlord» to lease space in the Project; (v) the proposed Transferee is of a character or reputation or engaged in a business which is not consistent with the quality of the Project as evidenced by the parameters consistently applied in Landlord's direct leasing activities; (vi) the use of the Premises, the Building or the Project by the proposed Transferee would, in Landlord's judgment, significantly increase the pedestrian traffic in and out of the Building and/or the Project, would generate increased loitering in Common Areas, would increase security risk, or would require any alterations to the Building or the Project to comply with applicable Laws; (vii) the proposed Transfer would result in more than three subleases per each full floor of the Premises being in effect at anyone time during the Term; (viii) the Holder of any Security Document (as such terms are defined below) consent to such Transfer is required fails to consent thereto; (ix) at the time Tenant delivers the Transfer Notice, there is then in effect an uncured Event of Default; (x) the terms of the proposed Transfer will allow the Transferee to exercise a right of renewal, right of expansion, right of first offer, or other similar rights held by Tenant (or will allow the Transferee to occupy space leased by Tenant pursuant to any such right); (xi) the proposed Transfer would cause Landlord to be in violation of another lease or agreement to which Landlord is a party or would give an occupant of the Project a right to cancel or modify its lease; (xii) the proposed Transfer would be on economic terms (based upon effective rental rates) more favorable to the Transferee than the economic terms then being accepted by Landlord for comparable direct leasing transactions in the Project; or (xiii) the proposed Transferee has the power of eminent domain, is a governmental agency or an agency or subdivision of a foreign government, 15.4.2 Notwithstanding anything to the contrary in this Lease, if Tenant or any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent or otherwise acted in a manner not permitted under this Article 15, then the sole remedy of Tenant and such proposed Transferee if such claim is determined by a court of competent jurisdiction to be successful shall be a declaratory judgment and an injunction for the relief sought without any monetary damages or other monetary relief. Tenant and each proposed Transferee hereby waive to the maximum extent permitted by Law any and all other remedies, including, without limitation, any right at law or equity to terminate this Lease with respect to any such claim. Tenant shall indemnify, defend, protect and hold harmless Landlord from any and all Claims, Damages and Costs involving or asserted by any third party or parties (including, without limitation, Tenant's proposed Transferee and any broker representing Tenant and/or such Transferee) claiming they were damaged by Landlord's wrongful withholding or delaying of Landlord's consent to such proposed Transfer or other breach of this Article 15. Tenant acknowledges that Tenant's rights under this Article 15 satisfy the conditions set forth in Section 1951.4 of the California Civil Code with respect to the availability to Landlord of certain remedies for a default by Tenant under this Lease.

Landlord’s Recapture Rights. With exception to the initial sublease by --------------------------- Tenant to an interested third party of not more than 3,500 square feet, and prior to the commencement of the second year of the Term, and at At any time within twenty (20) business days after Landlord's ’s receipt of all (but not less than all) of the information and documents described in Section 14.2 aboveabove (or in the event of a “spin-off” transaction regarding the sale of a substantial portion of Tenant’s assets, within fourteen (14) days after its receipt of such information and documents), Landlord may, at its option by written notice to Tenant, elect to: (a) sublease the Premises or the portion thereof proposed to be sublet by Tenant upon the same terms as those offered to the proposed subtenantsubtenant if the proposed sublease is for substantially all of the 3rd Floor South or the 3rd Floor North, respectively, as the case may be and for substantially all of the remaining Term (but not if the proposed sublease is for less than substantially all of the 3rd Floor South or 3rd Floor North or not for substantially all of the remaining Term); (b) take an assignment of the Lease upon the same terms as those offered to the proposed assignee; or (c) terminate the Lease in its entirety or as to the portion of the Premises proposed to be assigned or subletsublet (if the sublease meets the criteria set forth in clause (a) above), with a proportionate adjustment in the Rent payable hereunder if the Lease is terminated as to less than all of the Premises provided that Tenant, within five (5) days after receipt of the Landlord's notice to terminate, may withdraw its request for consent to the transfer, in which event Landlord's election to terminate the Lease shall be null and void and of no further effectPremises. If Landlord does not exercise any of the options described in the preceding sentence, then, Tenant shall provide Landlord with a copy of during the proposed assignment or sublease and within a above-described twenty (20) business day periodperiod (or in the event of a “spin-off” transaction regarding the sale of a substantial portion of Tenant’s assets, within fourteen (14) days after its receipt of such information and documents), Landlord shall either consent or deny its consent to the proposed assignment or subletting.

Landlord’s Recapture Rights. With exception Except with respect to the initial sublease by --------------------------- Tenant a transfer to an interested third party of not more than 3,500 square feetAffiliate, and prior to the commencement of the second year of the Term, and at any time within twenty (20) business days (or twenty [20] days, as the case may be) after Landlord's receipt of all (but not less than all) of the information and documents described in Section 14.2 above14.02 above for any sublease or assignment except for a sublease or assignment to an Affiliate (as defined in Insert No. 4 of the Rider) permitted by the provisions of Insert No. 4 in the Rider, Landlord may, at its option by written notice to Tenant, elect to: (a) sublease the Premises or the portion thereof proposed to be sublet by Tenant upon the same terms as those offered to the proposed subtenant; (b) take an assignment of the Lease upon the same terms as those offered to the proposed assignee; or (c) terminate the Lease in its entirety or as to the portion of the Premises proposed to be assigned or sublet, with a proportionate adjustment in the Rent payable hereunder if the Lease is terminated as to less than all of the Premises provided that Tenant, within five (5) days after receipt of the Landlord's notice to terminate, may withdraw its request for consent to the transfer, in which event Landlord's election to terminate the Lease shall be null and void and of no further effectPremises. If Landlord does not exercise any of the options described in the preceding sentence, then, Tenant shall provide Landlord with a copy of during the proposed assignment or sublease and within a above-described twenty (20) business day period (or twenty [20] day period, as the case may be), Landlord shall either consent or deny its consent to the proposed assignment or subletting. If Landlord fails to timely consent or deny its consent to the proposed assignment or subletting, Landlord shall be deemed to have consented thereto. Landlord shall pay the reasonable cost of erecting partitioning to demise and separate any such space recaptured by Landlord from the contiguous portion of the Premises.

Landlord’s Recapture Rights. With exception If Tenant intends to the initial sublease effect a Transfer, it may ask Landlord either to waive or to exercise its rights in this Section 16.3 by --------------------------- a request containing as much information required in Section 16.2(a) as Tenant has in its possession. If Landlord does not exercise its rights under this Section 16.3 within five (5) business days after its receipt of Tenant’s request, it will be deemed to an interested third party of not more than 3,500 square feet, have waived them and prior to the commencement Tenant will be free for sixty (60) days after Landlord’s receipt of the second year request to effect a Transfer on the terms outlined in its request. Any such Transfer will be subject to all the other terms and conditions of this Article. If Tenant does not effect the TermTransfer within that sixty (60) day period, and it will make a request for any subsequent proposed Transfer or be subject to other provisions of this Section 16.3. Unless Landlord has waived its rights under this Section 16.3, by written notice to Tenant given at any time within twenty five (205) business days after Landlord's ’s receipt of all (but not less than all) of the information and documents materials described in Section 14.2 above16.2, Landlord may, at its option by written notice to Tenant, may elect to: (a) sublease the Premises or the portion thereof proposed to be sublet by Tenant upon the same terms as those offered to the proposed subtenant; (b) take an assignment of the this Lease upon the same terms as those offered to the proposed assignee; or (c) terminate the this Lease in its entirety or as to the portion of the Premises subject to the proposed to be assigned or subletTransfer, with a proportionate adjustment in the Rent payable hereunder if the this Lease is terminated as to less than all of the Premises provided that Tenant, within five (5) days after receipt of the Landlord's notice to terminate, may withdraw its request for consent to the transfer, in which event Landlord's election to terminate the Lease shall be null and void and of no further effectPremises. If Landlord does not exercise any of the options described in the preceding sentencethis Section, then, Tenant shall provide Landlord with a copy of during the proposed assignment or sublease and within a twenty five (205) business day period, Landlord shall will either consent or deny its consent to the proposed assignment or sublettingTransfer.

Landlord’s Recapture Rights. With exception to the initial sublease by --------------------------- Tenant to an interested third party of not more than 3,500 square feet, and prior to the commencement of the second year of the Term, and at At any time within twenty fifteen (2015) business days after Landlord's receipt of Landlord receives from Tenant a written notice that it intends to assign the Lease or sublet all (but not less than all) or any portion of the information and documents described in Premises ("Notice Of Intent To Assign Or Sublet") (whether pursuant to Section 14.2 above14.01(A) or Section 14.01(B)), Landlord may, at its option by written notice to Tenant, elect to: (aA) sublease the Premises or the portion thereof proposed to be sublet by Tenant upon the same terms as those offered to the proposed subtenant; (bB) take an assignment of the Lease upon the same terms as those offered to the proposed assigneeLease; or (cC) terminate the Lease in its entirety or as to the portion of the Premises proposed to be assigned or sublet, with a proportionate adjustment in the Rent payable hereunder if the Lease is terminated as to less than all of the Premises provided that Tenant, within five (5) days after receipt of the Landlord's notice to terminate, may withdraw its request for consent to the transfer, in which event Landlord's election to terminate the Lease shall be null and void and of no further effectPremises. If Landlord does not exercise any of the options described in the preceding sentence, then, Tenant shall provide Landlord with a copy sentence by expiration of the proposed assignment or sublease and within a twenty said fifteen (2015) business day period, Landlord's right to exercise any of the foregoing options shall, as to the transaction described in the Notice Of Intent To Assign Or Sublet, expire. However, if Tenant for any reason fails to consummate the transaction described in the Notice Of Intent To Assign Or Sublet within three hundred sixty (360) calendar days of the date Landlord received said Notice, or if the transaction Tenant finally agrees to enter into with a third party or entity is materially different from that described in the Notice Of Intent To Assign Or Sublet received by Landlord within said three hundred sixty (360) calendar day period, then in each instance Landlord shall either consent or deny its consent again have the right to exercise the proposed assignment or sublettingoptions set forth in this Section 14.03.