Common use of Landlord's Recognition of Transfers upon Lease Termination Clause in Contracts

Landlord's Recognition of Transfers upon Lease Termination. Tenant may request, as part of its Transfer Notice, that a Transferee receive a recognition agreement ("Recognition Agreement") from Landlord which provides that in the event this Lease is terminated, Landlord shall recognize the Transfer, and Landlord shall be required to execute a Recognition Agreement with such Transferee only under the following conditions (which conditions must be reflected in the Recognition Agreement): (i) such Transfer is made upon the same terns and conditions set forth in this Lease, subject to equitable modifications based on the number of rentable square feet contained in the Subject Space; provided, however, the rental and other economic terms of such Transfer shall not be less than those applicable to the Subject Space under this Lease, (ii) the Subject Space contains only full floors in the Building, (iii) if an assignee, the Transferee is a party of reasonable financial worth and/or financial stability in light of the responsibilities involved under the subject Transfer, (iv) Landlord shall not be liable for any act or omission of Tenant, (v) Landlord shall not be subject to any offsets or defenses which the Transferee might have as to Tenant or to any claims for damages against Tenant, (vi) Landlord shall not be required or obligated to credit the Transferee with any rent or additional rent paid by the Transferee to Tenant except to the extent actually received by Landlord, (vii) Landlord shall not be bound by any terms or conditions of the Transfer which are inconsistent with the terms and conditions of this Lease, (viii) Landlord shall be responsible for performance of only those covenants

Landlord's Recognition of Transfers upon Lease Termination. Tenant may request, as part of its Transfer NoticeNotice under SECTION 11.1, above, ------------ that a Transferee sublessee leasing all of the Premises receive a recognition agreement ("Recognition AgreementRECOGNITION AGREEMENT") from Landlord which provides that in the event this Lease is terminated, Landlord shall recognize the TransferTransfer as a direct lease between Landlord and such subtenant, and provided that Landlord shall only be required obligated to execute a Recognition Agreement with such Transferee only sublessee under the following conditions (which conditions must be reflected in the Recognition Agreement): (i) such Transfer is made upon the same terns and conditions set forth in this Lease, subject to equitable modifications based on the number of rentable square feet contained in the Subject Space; provided, however, the rental and other economic terms of such Transfer shall not be less than those applicable to the Subject Space under this Lease, (ii) the Subject Space contains only full floors in the Building, (iii) if an assignee, the Transferee is a party of reasonable financial worth and/or financial stability in light of the responsibilities involved under the subject Transfer, (iv) Landlord shall not be liable for any act or omission of Tenant, (v) Landlord shall not be subject to any offsets or defenses which the Transferee might have as to Tenant or to any claims for damages against Tenant, (vi) Landlord shall not be required or obligated to credit the Transferee with any rent or additional rent paid by the Transferee to Tenant except to the extent actually received by Landlord, (vii) Landlord shall not be bound by any terms or conditions of the Transfer which are inconsistent with the terms and conditions of this Lease, and if the economic terms of such Transfer (viiias between Tenant and such sublessee and on a per rentable square foot basis) are less favorable to Tenant (as the sublessor) than those economic terms set forth in this Lease, the Recognition Agreement shall provide that upon termination of this Lease, as between Landlord and the sublessee, the economic terms shall be adjusted to those set forth in this Lease (on a per rentable square foot basis); provided, however, that if the economic terms of such Transfer (as between Tenant and the sublessee on a per rentable square foot basis) are equal to or more favorable than those set forth in this Lease, such more favorable economic terms shall continue to apply upon the date that this Lease is terminated and Landlord recognizes the Transfer as a direct lease between Landlord and such sublessee; (ii) the terms and provisions of SECTION 2.3 shall not be applicable to such sublessee unless the sublessee is ---------- leasing the entire Premises for the entire remainder of the Lease Term (in which case such sublessee may exercise any remaining Renewal Option Right(s) set forth in SECTION 2.3 above, (iii) Landlord shall not be liable for any act or omission ----------- of Tenant, (iv) Landlord shall not be subject to any offsets or defenses which the sublessee might have as to Tenant or to any claims for damages against Tenant, (v) Landlord shall not be required or obligated to credit the sublessee with any rent or additional rent paid by the sublessee to Tenant, (vi) Landlord shall be responsible for performance of only those covenantscovenants and obligations of Tenant pursuant to the Transfer accruing after the termination of this Lease, (vii) the sublessee shall, upon termination of this Lease, agree to make full and complete attornment to Landlord, as lessor, pursuant to a written agreement executed by Landlord and the sublessee, so as to establish direct privity of contract between Landlord and the sublessee with the same force and effect as though the Transfer was originally made directly between Landlord and the sublessee, and (viii) as a condition to Landlord's obligation to enter into the Recognition Agreement, in addition to Landlord's rights set forth under SECTION ------- 11.2, above, Landlord shall have the right to reasonably approve the ---- creditworthiness and financial strength of the sublessee, which reasonable approval shall be based upon the creditworthiness and financial strength then generally required by Landlord and landlords of the Comparable Buildings of new tenants leasing space of a rentable area comparable to the rentable area of the Subject Space for a term equal to the remaining Lease Term and at a rental rate equal to the Base Rent rental rate under this Lease. Upon Landlord's written request given at any time after the termination of this Lease, the sublessee shall execute a new lease for the Subject Space upon the same terms and conditions as set forth in the Recognition Agreement.

Landlord's Recognition of Transfers upon Lease Termination. Tenant may At Tenant's request, Landlord shall, concurrently with the granting of Landlord's consent to the Sublease, as part of its Transfer Noticethat term is defined below, that execute a Transferee receive a commercially reasonable recognition agreement (the "Recognition AgreementRECOGNITION AGREEMENT") from Landlord in favor of a Transferee who is a subtenant of Tenant for all of the Premises (including the initial Premises AND the Expansion Space to the extent applicable) (the "SUBTENANT"), which provides that in the event this Lease is terminated, Landlord shall recognize the Transfersublease between such Subtenant and Tenant (the "SUBLEASE") and not disturb such Subtenant's possession of the Premises or applicable portion thereof (the "SUBLEASE SPACE"), and Landlord shall be required due to execute a Recognition Agreement with such Transferee only under termination; provided that (i) at the following conditions (which conditions must be reflected in time of Tenant's request for Landlord's execution of the Recognition Agreement): (i) , such Transfer is made upon contains the same terns economic Rent set forth in this Lease, or the Sublease provides that upon a Default by Tenant under this Lease which results in the termination of this Lease, the Subtenant receiving the Recognition Agreement shall be subject to the same terms and conditions set forth in this Lease, subject to equitable modifications based on the number of rentable square feet contained in the Subject Space; provided, however, the rental and other economic terms of such Transfer shall not may be less more favorable to Landlord than those applicable to the Subject Space under set forth in this Lease, and provided that the provisions of Sections 1.3, 2.2 and 23.6 of this Lease shall in no event be applicable to such Subtenant; (ii) the Subject Sublease Space contains only full floors in consists of not less than the Building, entire rentable area of the Premises; (iii) if an assignee, the Transferee is a party of reasonable financial worth and/or financial stability in light of the responsibilities involved under the subject Transfer, (iv) Landlord shall not be liable for any act or omission of Tenant, ; (viv) Landlord shall not be subject to any offsets or defenses which the Transferee Subtenant might have as to Tenant or to any claims for damages against Tenant, nor shall Landlord be obligated to fund to, or for the benefit of, Subtenant, any undisbursed tenant improvement or refurbishment allowance or other allowances or monetary concessions unless same has been granted to Tenant and transferred to Subtenant; (viv) Landlord shall not be required or obligated to credit the Transferee Subtenant with any rent or additional rent paid by the Transferee Subtenant to Tenant except to the extent actually received by Landlord, Tenant; (viivi) Landlord shall not be bound by any terms or conditions provisions of the Transfer Sublease which are inconsistent with the terms and conditions of this Lease; (vii) such recognition shall be effective upon, (viii) and Landlord shall be responsible for performance of only those covenantscovenants and obligations of Tenant pursuant to the Sublease accruing after, the termination of this Lease; (viii) as a condition to Landlord's obligation to enter into the Recognition Agreement, Landlord shall have the right to reasonably approve the creditworthiness and financial strength of the Subtenant, which reasonable approval shall be based upon the creditworthiness and financial strength then generally required by Landlord and landlords of the Comparable Buildings of a new tenant who is leasing space of a rentable area comparable to the rentable area of the Sublease Space for a term equal to the remaining Lease Term, who is granted concessions comparable to the concessions, if any, granted to the Subtenant, and who is assuming the monetary obligations under the Sublease; and (ix) the Subtenant shall make full and complete attornment to Landlord, as lessor, pursuant to a written agreement executed by Landlord and the Subtenant, so as to establish direct privity of contract between Landlord and the Subtenant with the same force and effect as though the Sublease was originally made directly between Landlord and the Subtenant. Upon Landlord's written request given any time after the termination of this Lease, the Subtenant shall execute a lease for the space subject to the applicable Sublease upon the same terms and conditions as set forth in the Recognition Agreement. In the event Landlord enters into a Recognition Agreement with a Subtenant pursuant to the provisions of this Section 14.8, Tenant hereby acknowledges and agrees that, for purposes of calculating the damages due Landlord following Tenant's breach and Landlord's termination of this Lease, with respect to any such Sublease Space, Landlord shall be deemed to have adequately mitigated its damages in accordance with Applicable Laws for the portion of the Premises covered by the Recognition Agreement.

Landlord's Recognition of Transfers upon Lease Termination. Tenant may request, as part of its Transfer NoticeNotice under SECTION 11.1, above, ------------ that a Transferee sublessee leasing all of the Premises receive a recognition agreement ("Recognition AgreementRECOGNITION AGREEMENT") from Landlord which provides that in the event this Lease is terminated, Landlord shall recognize the TransferTransfer as a direct lease between Landlord and such subtenant, and provided that Landlord shall only be required obligated to execute a Recognition Agreement with such Transferee only sublessee under the following conditions (which conditions must be reflected in the Recognition Agreement): (i) such Transfer is made upon the same terns and conditions set forth in this Lease, subject to equitable modifications based on the number of rentable square feet contained in the Subject Space; provided, however, the rental and other economic terms of such Transfer shall not be less than those applicable to the Subject Space under this Lease, (ii) the Subject Space contains only full floors in the Building, (iii) if an assignee, the Transferee is a party of reasonable financial worth and/or financial stability in light of the responsibilities involved under the subject Transfer, (iv) Landlord shall not be liable for any act or omission of Tenant, (v) Landlord shall not be subject to any offsets or defenses which the Transferee might have as to Tenant or to any claims for damages against Tenant, (vi) Landlord shall not be required or obligated to credit the Transferee with any rent or additional rent paid by the Transferee to Tenant except to the extent actually received by Landlord, (vii) Landlord shall not be bound by any terms or conditions of the Transfer which are inconsistent with the terms and conditions of this Lease, and if the economic terms of such Transfer (viiias between Tenant and such sublessee and on a per rentable square foot basis) are less favorable to Tenant (as the sublessor) than those economic terms set forth in this Lease, the Recognition Agreement shall provide that upon termination of this Lease, as between Landlord and the sublessee, the economic terms shall be adjusted to those set forth in this Lease (on a per rentable square foot basis); provided, however, that if the economic terms of such Transfer (as between Tenant and the sublessee on a per rentable square foot basis) are equal to or more favorable than those set forth in this Lease, such more favorable economic terms shall continue to apply upon the date that this Lease is terminated and Landlord recognizes the Transfer as a direct lease between Landlord and such sublessee; (ii) the terms and provisions of SECTION 2.3 shall not be applicable to such ----------- sublessee unless the sublessee is leasing the entire Premises for the entire remainder of the Lease Term (in which case such sublessee may exercise any remaining Renewal Option Right(s) set forth in SECTION 2.3 above, (iii) Landlord ----------- shall not be liable for any act or omission of Tenant, (iv) Landlord shall not be subject to any offsets or defenses which the sublessee might have as to Tenant or to any claims for damages against Tenant, (v) Landlord shall not be required or obligated to credit the sublessee with any rent or additional rent paid by the sublessee to Tenant, (vi) Landlord shall be responsible for performance of only those covenantscovenants and obligations of Tenant pursuant to the Transfer accruing after the termination of this Lease, (vii) the sublessee shall, upon termination of this Lease, agree to make full and complete attornment to Landlord, as lessor, pursuant to a written agreement executed by Landlord and the sublessee, so as to establish direct privity of contract between Landlord and the sublessee with the same force and effect as though the Transfer was originally made directly between Landlord and the sublessee, and (viii) as a condition to Landlord's obligation to enter into the Recognition Agreement, in addition to Landlord's rights set forth under SECTION 11.2, above, ------------ Landlord shall have the right to reasonably approve the creditworthiness and financial strength of the sublessee, which reasonable approval shall be based upon the creditworthiness and financial strength then generally required by Landlord and landlords of the Comparable Buildings of new tenants leasing space of a rentable area comparable to the rentable area of the Subject Space for a term equal to the remaining Lease Term and at a rental rate equal to the Base Rent rental rate under this Lease. Upon Landlord's written request given at any time after the termination of this Lease, the sublessee shall execute a new lease for the Subject Space upon the same terms and conditions as set forth in the Recognition Agreement.

Landlord's Recognition of Transfers upon Lease Termination. Tenant ---------------------------------------------------------- may request, as part of its Transfer Noticenotice under Paragraph 12.1 above, that a Transferee subtenant of at least one full floor of the Building receive a recognition agreement (the "Recognition Agreement") from Landlord which provides that in the event this Lease is terminated, Landlord shall recognize the sublease (the "Transfer") as a direct lease between Landlord and such subtenant, and provided that Landlord shall be required to only execute a Recognition Agreement with such Transferee only subtenant under the following conditions (which conditions must be reflected in the Recognition Agreement): (i) such Transfer is made upon the same terns and conditions set forth in this Lease, subject to equitable modifications based on the number of rentable square feet contained in the Subject Space; provided, however, the rental and other economic terms of such Transfer shall not be less than those applicable to the Subject Space under this Lease, (ii) the Subject Space contains only full floors in the Building, (iii) if an assignee, the Transferee is a party of reasonable financial worth and/or financial stability in light of the responsibilities involved under the subject Transfer, (iv) Landlord shall not be liable for any act or omission of Tenant, (v) Landlord shall not be subject to any offsets or defenses which the Transferee might have as to Tenant or to any claims for damages against Tenant, (vi) Landlord shall not be required or obligated to credit the Transferee with any rent or additional rent paid by the Transferee to Tenant except to the extent actually received by Landlord, (vii) Landlord shall not be bound by any terms or conditions of the Transfer which are inconsistent with the terms and conditions of this Lease; provided, however, the economic terms of such Transfer may be more favorable to Landlord than those set forth in this Lease; (viiiii) Landlord shall not be liable for any act or omission of Tenant; (iii) Landlord shall not be subject to any offsets or defenses which the subtenant might have as to Tenant or to any claims for damages against Tenant; (iv) Landlord shall not be required or obligated to credit the subtenant with any Base Rent, Additional Rent or other Rent paid by the subtenant to Tenant; (v) Landlord shall be responsible for performance of only those covenantscovenants and obligations of Tenant pursuant to the Transfer accruing after the termination of this Lease; (vi) the subtenant shall agree, upon termination of this Lease, to make full and complete attornment to Landlord, as lessor, pursuant to a written agreement executed by Landlord and the subtenant, so as to establish direct privity of contract between Landlord and the subtenant with the same force and effect as though the Transfer was originally made directly between Landlord and the subtenant; (vii) to the extent that certain rights granted to Tenant hereunder are specifically conditioned upon the lease or occupancy by Tenant of all or specified portions of the Building or Premises (including without limitation building top signage rights and the right to manage the Building), the subtenant shall be entitled to exercise those rights only to the extent that the sublease grants the subtenant the right to use the corresponding percentage of the Building or Premises; (viii) the subtenant shall not have the release rights set forth in Paragraph 12.8 above, or the self- insurance rights set forth in Paragraph 14.3(b) below; (ix) the bond requirements set forth in Paragraph 9 above shall apply to all Alterations or Repairs, regardless of the cost thereof; and (x) if Landlord enters into more than one Recognition Agreement which results in the separate subtenants thereunder having conflicting option rights or rights of first refusal under this Lease, Landlord shall have the right to equitably allocate said rights among the subtenants. Upon Landlord's written request given any time after the termination of this Lease, the subtenant shall execute a new lease for the space subject to the applicable Transfer upon the same terms and conditions as set forth in the Recognition Agreement.

Landlord's Recognition of Transfers upon Lease Termination. Tenant may request, as part of its Transfer Notice, that a Transferee receive a recognition agreement ("“Recognition Agreement"”) from Landlord which provides that in the event this Lease is terminated, Landlord shall recognize the Transfer, and Landlord shall be required to execute a Recognition Agreement with such Transferee only under the following conditions (which conditions must be reflected in the Recognition Agreement): (i) such Transfer is made upon the same terns terms and conditions set forth in this Lease, subject to equitable modifications based on the number of rentable square feet contained in the Subject Space; provided, however, the rental and other economic terms of such Transfer shall not be less than the greater of (A) those applicable to the Subject Space under this Lease, or (B) those applicable to the Subject Space under the assignment or sublease, (ii) the Subject Space is either one or both of (A) a floor or floors higher than any other floors of the Premises which are not subject to a Recognition Agreement, or (B) a floor or floors lower than any other floors of the Premises which are not subject to a Recognition Agreement, (iii) the Subject Space contains only full floors in the Building, (iiiiv) if an assigneeall Subject Space is contiguous, (v) the Transferee is a party of reasonable financial worth and/or financial stability in light of the responsibilities involved under the subject Transfer, (ivvi) Landlord shall not be liable for any act or omission of Tenant, (vvii) Landlord shall not be subject to any offsets or defenses which the Transferee might have as to Tenant or to any claims for damages against Tenant, (viviii) Landlord shall not be required or obligated to credit the Transferee with any rent or additional rent paid by the Transferee to Tenant except to the extent actually received by Landlord, (viiix) Landlord shall not be bound by any terms or conditions of the Transfer which are inconsistent with the terms and conditions of this Lease, (viiix) Landlord shall be responsible for performance of only those covenantscovenants and obligation of Tenant pursuant to the Transfer accruing after the termination of this Lease, and (xi) the Transferee shall make full and complete attornment to Landlord, as lessor, pursuant to a written agreement executed by Landlord and the Transferee so as to establish direct privity of contract between Landlord and the Transferee with the same force and effect as if the Transfer was originally made directly between Landlord and the Transferee. Upon Landlord’s written request given any time after the termination of this Lease, the Transferee shall execute a lease for the Subject Space upon the same terms and conditions as set forth in the Recognition Agreement. Tenant shall pay, as Additional Rent and within thirty (30) days after XXXXXX XXXXXX XXXXX [Foundation Health Systems] invoice, for all reasonable out-of-pocket costs incurred by Landlord in preparing such Recognition Agreement,

Landlord's Recognition of Transfers upon Lease Termination. Tenant may request, as part of its Transfer Notice, that a Transferee receive a recognition agreement ("“Recognition Agreement"”) from Landlord which provides that in the event this Lease is terminated, Landlord shall recognize the Transfer, and Landlord shall be required to execute a Recognition Agreement with such Transferee only under the following conditions (which conditions must be reflected in the Recognition Agreement): (i) such Transfer is made upon the same terns terms and conditions set forth in this Lease, subject to equitable modifications based on the WARNER CENTER TOWERS [Health Net, Inc.] Warner Center III\Health Net\JS\December 22, 2003 Initial Initial Initial Initial number of rentable square feet contained in the Subject Space; provided, however, the rental and other economic terms of such Transfer shall not be less than the greater of (A) those applicable to the Subject Space under this Lease, or (B) those applicable to the Subject Space under the assignment or sublease, (ii) the Subject Space is either one or both of (A) a floor or floors higher than any other floors of the Premises which are not subject to a Recognition Agreement, or (B) a floor or floors lower than any other floors of the Premises which are not subject to a Recognition Agreement, (iii) the Subject Space contains only full floors in the Building, (iiiiv) if an assigneeall Subject Space is contiguous, (v) the Transferee is a party of reasonable financial worth and/or financial stability in light of the responsibilities involved under the subject Transfer, (ivvi) Landlord shall not be liable for any act or omission of Tenant, (vvii) Landlord shall not be subject to any offsets or defenses which the Transferee might have as to Tenant or to any claims for damages against Tenant, (viviii) Landlord shall not be required or obligated to credit the Transferee with any rent or additional rent paid by the Transferee to Tenant except to the extent actually received by Landlord, (viiix) Landlord shall not be bound by any terms or conditions of the Transfer which are inconsistent with the terms and conditions of this Lease, (viiix) Landlord shall be responsible for performance of only those covenantscovenants and obligation of Tenant pursuant to the Transfer accruing after the termination of this Lease, and (xi) the Transferee shall make full and complete attornment to Landlord, as lessor, pursuant to a written agreement executed by Xxxxxxxx and the Transferee so as to establish direct privity of contract between Landlord and the Transferee with the same force and effect as if the Transfer was originally made directly between Landlord and the Transferee. Upon Xxxxxxxx’s written request given any time after the termination of this Lease, the Transferee shall execute a lease for the Subject Space upon the same terms and conditions as set forth in the Recognition Agreement. Tenant shall pay, as Additional Rent and within thirty (30) days after invoice, for all reasonable out-of-pocket costs incurred by Landlord in preparing such Recognition Agreement.