Common use of LIMITATION ON TENANT'S RIGHTS Clause in Contracts

LIMITATION ON TENANT'S RIGHTS. Except as hereinafter otherwise provided, during the term of this Lease, neither this Lease nor the interest of Tenant in this Lease, or in any sublease, or in any rentals under any sublease shall be sold, assigned, transferred, mortgaged, pledged, hypothecated or otherwise disposed of, whether by operation of law or otherwise, unless Landlord's prior written consent is obtained in each case, nor shall the Premises be sublet in any case unless such prior written consent is obtained. SO LONG AS TENANT IS NOT IN DEFAULT UNDER THIS LEASE, LANDLORD'S CONSENT SHALL NOT BE UNREASONABLY WITHHELD FOR THE USE SET FORTH IN SECTION 5.01 HEREOF, PROVIDED, HOWEVER, THAT THE PROPOSED ASSIGNEE OR SUBLESSEE MEETS SUCH STANDARDS AS LANDLORD, USING ITS REASONABLE BUSINESS JUDGMENT, MAY REASONABLY IMPOSE, INCLUDING, BUT NOT LIMITED TO THE FOLLOWING: (a) THE FINANCIAL STRENGTH OF THE PROPOSED ASSIGNEE/SUBTENANT MUST BE AT LEASE EQUAL TO THAT OF TENANT AT THE TIME THAT EITHER (i) TENANT ENTERED INTO THIS LEASE, OR (ii) SUCH ASSIGNMENT OR SUBLEASE IS PROPOSED, WHICHEVER IS GREATER; (b) THE BUSINESS REPUTATION AND CREDIT WORTHINESS OF THE POSED ASSIGNEE/SUBTENANT MUST BE IN ACCORDANCE WITH GENERALLY ACCEPTABLE STANDARDS; (iii) THE USE OF THE PREMISES BY THE PROPOSED ASSIGNEE/SUBTENANT MUST EITHER BE THE SAME USE PERMITTED BY THE LEASE, OR A USE THAT IN THE LANDLORD'S SOLE DISCRETION IS COMPATIBLE WITH THE OTHER OCCUPANTS OF THE BUILDING AT THE TIME OF SUCH ASSIGNMENT OR SUBLEASE; AND (iv) THE USE OF THE PREMISES BY THE PROPOSED ASSIGNEE/SUBTENANT WILL NOT VIOLATE OR CREATE ANY POTENTIAL VIOLATIONS OF ANY LAWS, AND WILL NOT VIOLATE ANY OTHER AGREEMENTS AFFECTING THE PREMISES, THE BUILDING, THE LANDLORD OR OTHER TENANTS IN THE BUILDING. TENANT SHALL NOT BE RELEASED BY ANY SUCH ASSIGNMENT OR SUBLET BUT SHALL CONTINUE TO BE FULLY RESPONSIBLE FOR THE DUE PERFORMANCE OF THE OBLIGATIONS HEREUNDER. It is understood and agreed between the parties that, should Tenant request Landlord's consent to a proposed assignment of this Lease or a subletting of all or any portion of the Premises, Landlord will, in addition to any other requirements which may be imposed as conditions to Landlord's consent, require that Tenant execute and deliver to Landlord an agreement whereby Tenant obligates itself, as additional rent, to pay over to Landlord the amount, if any, of all rent, additional rent and any other consideration paid by such assignee or sublessee to Tenant pursuant to such assignment or sublease which is in excess of the rent and additional rent due and payable from time to time from Tenant to Landlord pursuant to this Lease. Should Tenant request Landlord's consent to a proposed assignment of this Lease or a subletting of all or part of the Premises, Landlord shall have the right at Landlord's option to recapture THAT PORTION OF the Premises PROPOSED TO BE ASSIGNED, SUBLET OR OTHERWISE TRANSFERRED, by written notice given to Tenant within thirty (30) days after Landlord's receipt of Tenant's request for Landlord's consent. If Landlord exercises its right to recapture the Premises, or any part thereof, this Lease shall be cancelled an terminated as of the date that is proposed by Tenant for the request assignment or subletting as fully and effectively as if such date were the date originally specified herein for the expiration of this Lease. If this Lease shall be cancelled with respect to less than the entire Premises, the fixed monthly rent reserved herein shall be prorated on the basis of the number of leaseable square feet retained by Tenant in proportion to the number of leasable square feet contained in the Premises, and this Lease shall continue thereafter in full force and effect with respect to the portion of the Premises retained by Tenant, and the parties shall execute an amendment of this Lease to provide for the reduction in square footage and rental.

LIMITATION ON TENANT'S RIGHTS. Except as hereinafter otherwise provided, during the term of this Lease, neither this Lease nor the interest of Tenant in this LeaseLease or in the Premises, or in any sublease, or in any rentals under any sublease shall be sold, assigned, transferred, mortgaged, pledged, hypothecated or otherwise disposed of, whether by operation of law or otherwise, unless Landlord's prior written consent is obtained in each case, nor shall the Premises be sublet in any case unless such prior written consent is obtained. SO LONG AS TENANT IS NOT IN DEFAULT UNDER THIS LEASE, LANDLORD'S CONSENT SHALL NOT BE UNREASONABLY WITHHELD FOR THE USE SET FORTH IN SECTION 5.01 HEREOF, PROVIDED, HOWEVER, THAT THE PROPOSED ASSIGNEE OR SUBLESSEE MEETS SUCH STANDARDS AS LANDLORD, USING ITS REASONABLE BUSINESS JUDGMENT, MAY REASONABLY IMPOSE, INCLUDING, BUT NOT LIMITED TO THE FOLLOWING: (a) THE FINANCIAL STRENGTH OF THE PROPOSED ASSIGNEE/SUBTENANT MUST BE AT LEASE EQUAL TO THAT OF TENANT AT THE TIME THAT EITHER (i) TENANT ENTERED INTO THIS LEASE, OR (ii) SUCH ASSIGNMENT OR SUBLEASE IS PROPOSED, WHICHEVER IS GREATER; (b) THE BUSINESS REPUTATION AND CREDIT WORTHINESS OF THE POSED ASSIGNEE/SUBTENANT MUST BE IN ACCORDANCE WITH GENERALLY ACCEPTABLE STANDARDS; (iii) THE USE OF THE PREMISES BY THE PROPOSED ASSIGNEE/SUBTENANT MUST EITHER BE THE SAME USE PERMITTED BY THE LEASE, OR A USE THAT IN THE LANDLORD'S SOLE DISCRETION IS COMPATIBLE WITH THE OTHER OCCUPANTS OF THE BUILDING AT THE TIME OF SUCH ASSIGNMENT OR SUBLEASE; AND (iv) THE USE OF THE PREMISES BY THE PROPOSED ASSIGNEE/SUBTENANT WILL NOT VIOLATE OR CREATE ANY POTENTIAL VIOLATIONS OF ANY LAWS, AND WILL NOT VIOLATE ANY OTHER AGREEMENTS AFFECTING THE PREMISES, THE BUILDING, THE LANDLORD OR OTHER TENANTS IN THE BUILDING. TENANT SHALL NOT BE RELEASED BY ANY SUCH ASSIGNMENT OR SUBLET BUT SHALL CONTINUE TO BE FULLY RESPONSIBLE FOR THE DUE PERFORMANCE OF THE OBLIGATIONS HEREUNDER. It is understood and agreed between the parties that, should Tenant request Landlord's consent to a proposed assignment of this Lease or a subletting of all or any portion of the Premises, Landlord will, in addition to any other requirements which may be imposed as conditions to Landlord's consent, require that Tenant execute and deliver to Landlord an agreement whereby Tenant obligates itself, as additional rentAdditional Rent, to pay over to Landlord the amount, if any, of all rent, additional rent Additional Rent and any other consideration paid by such assignee or sublessee to Tenant pursuant to such assignment or sublease which is in excess of the rent and additional rent Additional Rent due and payable from time to time from Tenant to Landlord pursuant to this Lease. Should Tenant request Landlord's consent to a proposed assignment of this Lease or a subletting of all or part of the Premises, Landlord shall have the right at Landlord's option to recapture THAT PORTION OF the Premises PROPOSED TO BE ASSIGNED, SUBLET OR OTHERWISE TRANSFERRED, by written notice given to Tenant within thirty (30) days after Landlord's receipt of Tenant's request for Landlord's consent. If Landlord exercises its right to recapture the Premises, or any part thereof, this Lease shall be cancelled an and terminated as of the date that is proposed by Tenant for the request requested assignment or subletting as fully and effectively as if such date were the date originally specified herein for the expiration of this Lease. If this Lease shall be cancelled with respect to less than the entire Premises, the fixed monthly rent Fixed Monthly Rent reserved herein shall be prorated on the basis of the number of leaseable square feet retained by Tenant in proportion to the number of leasable leaseable square feet contained in the Premises, and this Lease shall continue thereafter in full force and effect with respect to the portion of the Premises retained by Tenant, and the parties shall execute an amendment of this Lease to provide for the reduction in square footage and rental. No consent by Landlord to an assignment of this Lease and no assignment made as hereinafter permitted, shall be effective until there shall have been delivered to Landlord (a) an agreement, in recordable form, executed by Tenant and the proposed assignee, wherein and whereby such assignee assumes due performance of the obligations on Tenant's part to be performed under this Lease to the end of the term hereof, and (b) the written consent to such assignment by the holder of any fee or leasehold mortgage to which this Lease is then subject shall have been obtained and delivered to Landlord if so required by the terms of such fee or leasehold mortgage. Notwithstanding the assumption by such assignee of due performance, Tenant shall continue to be fully responsible for the due performance of Tenant's obligations hereunder in the same manner and to the same extent as if no such assignment had been made. Any assignment, mortgage, pledge, sublease or hypothecation of this Lease, or of the interest of Tenant hereunder, without full compliance with any and all requirements set forth in this Lease shall be a breach of this Lease and a default hereunder, shall be null and void, and shall confer no rights upon any third party.

LIMITATION ON TENANT'S RIGHTS. Except as hereinafter otherwise provided, during the term of this Lease, neither this Lease nor the interest of Tenant in this LeaseLease or in the Premises, or in any sublease, or in any rentals under any sublease shall be sold, assigned, transferred, mortgaged, pledged, hypothecated or otherwise disposed of, whether by operation of law or otherwise, unless Landlord's prior written consent is obtained xxxxxxxd in each case, nor shall the Premises be sublet in any case unless such prior written consent is obtained. SO LONG AS TENANT IS NOT IN DEFAULT UNDER THIS LEASE, LANDLORD'S CONSENT SHALL NOT BE UNREASONABLY WITHHELD FOR THE USE SET FORTH IN SECTION 5.01 HEREOF, PROVIDED, HOWEVER, THAT THE PROPOSED ASSIGNEE OR SUBLESSEE MEETS SUCH STANDARDS AS LANDLORD, USING ITS REASONABLE BUSINESS JUDGMENT, MAY REASONABLY IMPOSE, INCLUDING, BUT NOT LIMITED TO THE FOLLOWING: (a) THE FINANCIAL STRENGTH OF THE PROPOSED ASSIGNEE/SUBTENANT MUST BE AT LEASE EQUAL TO THAT OF TENANT AT THE TIME THAT EITHER (i) TENANT ENTERED INTO THIS LEASE, OR (ii) SUCH ASSIGNMENT OR SUBLEASE IS PROPOSED, WHICHEVER IS GREATER; (b) THE BUSINESS REPUTATION AND CREDIT WORTHINESS OF THE POSED ASSIGNEE/SUBTENANT MUST BE IN ACCORDANCE WITH GENERALLY ACCEPTABLE STANDARDS; (iii) THE USE OF THE PREMISES BY THE PROPOSED ASSIGNEE/SUBTENANT MUST EITHER BE THE SAME USE PERMITTED BY THE LEASE, OR A USE THAT IN THE LANDLORD'S SOLE DISCRETION IS COMPATIBLE WITH THE OTHER OCCUPANTS OF THE BUILDING AT THE TIME OF SUCH ASSIGNMENT OR SUBLEASE; AND (iv) THE USE OF THE PREMISES BY THE PROPOSED ASSIGNEE/SUBTENANT WILL NOT VIOLATE OR CREATE ANY POTENTIAL VIOLATIONS OF ANY LAWS, AND WILL NOT VIOLATE ANY OTHER AGREEMENTS AFFECTING THE PREMISES, THE BUILDING, THE LANDLORD OR OTHER TENANTS IN THE BUILDING. TENANT SHALL NOT BE RELEASED BY ANY SUCH ASSIGNMENT OR SUBLET BUT SHALL CONTINUE TO BE FULLY RESPONSIBLE FOR THE DUE PERFORMANCE OF THE OBLIGATIONS HEREUNDER. It is understood and agreed between the parties that, should Tenant request Landlord's consent to a proposed assignment of this Lease or a subletting of all or any portion of the Premises, Landlord will, in addition to any other requirements which may be imposed as conditions to Landlord's consent, require that Tenant execute and deliver to Landlord an agreement prepared by Landlord whereby Tenant obligates itself, as additional rentAdditional Rent, to pay over to Landlord landlord the amount, if any, of all rent, additional rent Additional Rent and any other consideration paid by such assignee or sublessee to Tenant pursuant to such assignment or sublease which is in excess of the rent and additional rent Additional Rent due and payable from time to time from Tenant to Landlord pursuant to this Lease. Should Tenant request Landlord's consent to a proposed assignment of assixxxxxx xf this Lease or a subletting of all or part of the Premises, Landlord shall have the right at Landlord's option to recapture THAT PORTION OF the Premises PROPOSED TO BE ASSIGNED, SUBLET OR OTHERWISE TRANSFERRED, by written notice given to Tenant within thirty (30) days after Landlord's receipt of Tenant's request for Landlordrequesx xxx Xxndlord's consentconsxxx. If Landlord exercises its right to recapture the Premises, or any part thereof, this Lease shall be cancelled an and terminated as of the date that is proposed by Tenant for the request requested assignment or subletting as fully and effectively as if such date were the date originally specified herein for the expiration of this Lease. If this Lease lease shall be cancelled with respect to less than the entire Premises, the fixed monthly rent Fixed Monthly Rent reserved herein shall be prorated on the basis of the number of leaseable square feet retained by Tenant in proportion to the number of leasable leaseable square feet contained in the Premises, and this Lease shall continue thereafter in full force and effect with respect to the portion of proportion to the Premises retained retailed by Tenant, and the parties shall execute an amendment of this :Lease to provide for the reduction in square footage and rental. No consent by Landlord to an assignment of this Lease and no assignment made as hereinafter permitted, shall be effective until there shall have been delivered to Landlord (a) an agreement, in recordable form, prepared by Landlord, executed by Tenant and the xxxxxxxx assignee, whexxxx xnd whereby such assignee assumes due performance of the obligations on Tenant's part to be performed under xxxx Lease to the end of the term hereof, and (b) the written consent to such assignment by the holder of any fee or leasehold mortgage to which this Lease is then subject shall have been obtained and delivered to Landlord if so required by the terms of such fee or leasehold mortgage. Notwithstanding the assumption by such assignee of due performance, Tenant shall continue to be fully responsible for the due performance of Tenant's obligations hereunder in xxx xxme manner and to the same extent as if no such assignment had been made. Any assignment, mortgage, pledge, sublease or hypothecation of this Lease, or of the interest of Tenant hereunder, without full compliance with any and all requirements set forth in this Lease shall be a breach of this Lease and a default hereunder, shall be null and void, and shall confer no rights upon any third party.

LIMITATION ON TENANT'S RIGHTS. Except as hereinafter otherwise provided, during All of Tenant's rights under this Exhibit shall immediately terminate and be of no further force or effect upon the term occurrence of this Lease, neither any one or more of the following: a. Any Event of Default shall exist at the time Tenant delivers a Notice to Extend or at the expiration of the Initial Term; b. Tenant assigns any of its interest in this Lease nor the interest of (except to a Permitted New Tenant in this accordance with the terms of the Lease, ) or in any sublease, or in any rentals under any sublease shall be sold, assigned, transferred, mortgaged, pledged, hypothecated or otherwise disposed of, whether by operation of law or otherwise, unless Landlord's prior written consent is obtained in each case, nor shall the Premises be sublet in any case unless such prior written consent is obtained. SO LONG AS TENANT IS NOT IN DEFAULT UNDER THIS LEASE, LANDLORD'S CONSENT SHALL NOT BE UNREASONABLY WITHHELD FOR THE USE SET FORTH IN SECTION 5.01 HEREOF, PROVIDED, HOWEVER, THAT THE PROPOSED ASSIGNEE OR SUBLESSEE MEETS SUCH STANDARDS AS LANDLORD, USING ITS REASONABLE BUSINESS JUDGMENT, MAY REASONABLY IMPOSE, INCLUDING, BUT NOT LIMITED TO THE FOLLOWING: (a) THE FINANCIAL STRENGTH OF THE PROPOSED ASSIGNEE/SUBTENANT MUST BE AT LEASE EQUAL TO THAT OF TENANT AT THE TIME THAT EITHER (i) TENANT ENTERED INTO THIS LEASE, OR (ii) SUCH ASSIGNMENT OR SUBLEASE IS PROPOSED, WHICHEVER IS GREATER; (b) THE BUSINESS REPUTATION AND CREDIT WORTHINESS OF THE POSED ASSIGNEE/SUBTENANT MUST BE IN ACCORDANCE WITH GENERALLY ACCEPTABLE STANDARDS; (iii) THE USE OF THE PREMISES BY THE PROPOSED ASSIGNEE/SUBTENANT MUST EITHER BE THE SAME USE PERMITTED BY THE LEASE, OR A USE THAT IN THE LANDLORD'S SOLE DISCRETION IS COMPATIBLE WITH THE OTHER OCCUPANTS OF THE BUILDING AT THE TIME OF SUCH ASSIGNMENT OR SUBLEASE; AND (iv) THE USE OF THE PREMISES BY THE PROPOSED ASSIGNEE/SUBTENANT WILL NOT VIOLATE OR CREATE ANY POTENTIAL VIOLATIONS OF ANY LAWS, AND WILL NOT VIOLATE ANY OTHER AGREEMENTS AFFECTING THE PREMISES, THE BUILDING, THE LANDLORD OR OTHER TENANTS IN THE BUILDING. TENANT SHALL NOT BE RELEASED BY ANY SUCH ASSIGNMENT OR SUBLET BUT SHALL CONTINUE TO BE FULLY RESPONSIBLE FOR THE DUE PERFORMANCE OF THE OBLIGATIONS HEREUNDER. It is understood and agreed between the parties that, should Tenant request Landlord's consent to a proposed assignment of this Lease or a subletting of all or sublets any portion of the Premises; c. Tenant fails to timely exercise its right to extend under this Exhibit, time being of the essence with respect to Tenant's exercise of such right; or d. Tenant withdraws the Notice to Extend. EXHIBIT F RIGHT OF FIRST OFFER Subject to all extension or expansion options of other tenants existing as of the date of this Lease, and provided no Event of Default then exists, Landlord willshall, prior to offering the same to others, first offer to lease to Tenant any space on the third floor of the Building which hereafter becomes available for leasing (the "OFFER SPACE") in addition its then-"AS-IS" condition; such offer shall be in writing and specify the rent to any other requirements be paid for the Offer Space and the date on which may the Offer Space shall be imposed as conditions included in the Premises (the "OFFER NOTICE"). Tenant shall notify Landlord in writing whether Tenant elects to lease all but not less than all of the entire Offer Space at the rental rate set forth in the Offer Notice, within ten days after the effective date of the Offer Notice. Notwithstanding the foregoing, if prior to Landlord's consent, require that Tenant execute and deliver to Landlord an agreement whereby Tenant obligates itself, as additional rent, to pay over to Landlord the amount, if any, of all rent, additional rent and any other consideration paid by such assignee or sublessee delivery to Tenant pursuant to such assignment or sublease which is in excess of the rent and additional rent due and payable from time Offer Notice, Landlord has received an offer to time from Tenant to Landlord pursuant to this Lease. Should Tenant request Landlord's consent to a proposed assignment of this Lease or a subletting of lease all or part of the PremisesOffer Space from a third party (a "THIRD PARTY OFFER") and such Third Party Offer includes space in excess of the Offer Space, Landlord shall have Tenant must exercise its rights hereunder, if at all, as to all of the right at Landlord's option to recapture THAT PORTION OF space contained in the Premises PROPOSED TO BE ASSIGNED, SUBLET OR OTHERWISE TRANSFERRED, by written notice given to Tenant within thirty (30) days after Landlord's receipt of Tenant's request for Landlord's consentThird Party Offer. If Tenant timely elects to lease the Offer Space, then Landlord exercises its right and Tenant shall execute an amendment to recapture the Premisesthis Lease, or any part thereof, this Lease shall be cancelled an terminated effective as of the date that the Offer Space is proposed by Tenant for the request assignment or subletting as fully and effectively as if such date were the date originally specified herein for the expiration of this Lease. If this Lease shall to be cancelled with respect to less than the entire Premises, the fixed monthly rent reserved herein shall be prorated on the basis of the number of leaseable square feet retained by Tenant in proportion to the number of leasable square feet contained included in the Premises, and on the same terms as this Lease shall continue thereafter in full force and effect with respect to except as follows: (a) the portion rentable area of the Premises retained shall be increased by Tenantthe rentable area in the Offer Space and Tenant shall pay Operating Costs with respect thereto; (b) Net Rent shall be increased by the amount specified for such space in the Offer Notice; and (c) Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the parties shall execute an amendment of this Lease to provide for the reduction in square footage and rentallike) or other tenant inducements.