Common use of Lessee Affiliate Clause in Contracts

Lessee Affiliate. Notwithstanding the provisions of paragraph 12.1 hereof, Lessee may assign or sublet the Premises, or any portion thereof, without Lessor's consent, to any corporation that controls, is controlled by, or is under common control with Lessee, or to any corporation resulting from a merger or consolidation with Lessee, or to any person or entity that acquires all the assets of Lessee, all of which are referred to as a "Lessee Affiliate," provided that before such assignment or subletting is effective, said assignee or sublessee shall assume, in full, the obligations of Lessee under this Lease. Lessee Affiliate's assumption shall be in a form reasonably approved by Lessor and delivered to Lessor before the assignment or sublease will be effective. Any such assignment or subletting shall not, in any way, affect or limit the liability of Lessee under the terms of this Lease even if after such assignment or subletting the terms of this Lease are materially changed or altered without the consent of Lessee, the consent of whom shall not be necessary. For purposes of this Lease, a public offering of Lessee stock or a transfer of less than fifty (50%) percent ownership interest in Lessee is a permitted transfer that shall not require the consent of Lessor, notwithstanding anything to the contrary set forth in this paragraph 12. The term "control" as used herein means possession, directly or indirectly, of the power to direct or cause the direction of the management, affairs and policies of anyone, whether through the ownership of voting securities, by contract or otherwise. The excess consideration provisions of paragraph 12.6 of this Lease shall not apply to an assignment or sublease by Lessee to a Lessee Affiliate.

Lessee Affiliate. Notwithstanding the provisions of paragraph 12.1 hereofSection 12.1, Lessee may assign or sublet the Premises, Premises or any portion thereof, without Lessor's ’s consent, to any corporation that controls, is controlled by, successor-in-interest to Lessee or is under common control with Lessee, or to any corporation an Occupancy Tenant (as defined in Section 12.6 below) resulting from a the merger or consolidation with Lessee or other sale of stock in Lessee, or to any person or entity that which acquires all the assets of Lessee, all of which are referred to Lessee as a "going concern of the business being conducted by Lessee on the Premises (any of the foregoing, a “Lessee Affiliate," provided ”); provided, however, that before such assignment or subletting is effective, said assignee or sublessee shall assumeassumes, in full, the obligations of Lessee under this Lease. Lessee Affiliate's assumption shall be in a form reasonably approved by Lessor Lease and delivered provided further that ▇▇▇▇▇▇ delivers to Lessor before written notice of such assignment no later than fifteen (15) days prior to the assignment effective date thereof (any, an “Affiliate Transfer”). In addition, Lessee may assign the Premises or sublease will be effectiveany portion thereof, without Lessor’s consent, to any related corporation or other entity which controls Tenant, is controlled by Tenant, or is under common control with Tenant provided that, either (a) Lessee remains primarily liable under this Lease or guarantees the obligations of the assignee under this Lease or (b) such assignee has a net worth equal to or greater than the net worth of Lessee on the date of this Lease (any of the foregoing, a “Controlled Affiliate Transfer”). For purposes of this Section 12.1, “control” shall mean ownership of not less than fifty percent (50%) of all voting stock or legal or equitable interest in such corporation or entity. Any such assignment Affiliate Transfer or subletting Controlled Affiliate Transfer shall not, in any way, no way affect or limit the liability of Lessee under the terms of this Lease even if notwithstanding that, after the date of such assignment or subletting subletting, the terms of this Lease are materially changed or altered with the consent of the Lessee Affiliate or the Controlled Lessee Affiliate, but without the consent of LesseeLessee (i.e., the predecessor in interest to the Lessee Affiliate), which consent shall not be required, provided that any increase in liability or decrease in rights resulting from a material change or alteration effected without the consent of whom Lessee shall not be necessary. For purposes of this Lease, a public offering of Lessee stock or a transfer of less than fifty (50%) percent ownership interest in Lessee is a permitted transfer that shall not require the consent of Lessor, notwithstanding anything to the contrary set forth in this paragraph 12. The term "control" as used herein means possession, directly or indirectly, of the power to direct or cause the direction of the management, affairs and policies of anyone, whether through the ownership of voting securities, by contract or otherwise. The excess consideration provisions of paragraph 12.6 of this Lease shall not apply to an assignment or sublease by Lessee to a Lessee Affiliatebinding on Lessee.