Common use of Notice and Procedure Clause in Contracts

Notice and Procedure. If at any time or from time to time during the Term, Tenant desires to assign or sublet all or any part of the Premises, then at least thirty (30) days, but not more than one hundred twenty (120) days, prior to the date when Tenant desires the assignment or subletting to be effective (the “Transfer Date”), Tenant shall give Landlord a notice (the “Notice”) which shall set forth the name, address and business of the proposed assignee or sublessee, information (including financial statements and references) concerning the character of the proposed assignee or sublessee, a detailed description of the space proposed to be assigned or sublet, which must be a single, self-contained unit (the “Space”), any rights of the proposed assignee or sublessee to use Tenant’s improvements and the like, the Transfer Date, and the fixed rent and/or other consideration and all other material terms and conditions of the proposed assignment or subletting, all in such detail as Landlord may reasonably require. If Landlord requests additional detail, the Notice shall not be deemed to have been received until Landlord receives such additional detail. Landlord shall deliver written notice to Tenant of Landlord’s consent or absence of consent to any assignment or sublease within twenty (20) business days after Landlord’s receipt of the Notice. If Landlord fails to deliver written notice of its consent to an assignment or sublease within twenty (20) business days after Landlord’s receipt of the Notice, then Landlord shall be deemed to have consented thereto. Notwithstanding the foregoing, in the event of an assignment or sublease for more than fifty percent (50%) of the Premises, Landlord shall have the option, exercisable by giving notice to Tenant at any time within twenty (20) days after Landlord’s receipt of the Notice (a) in the case of an assignment or sublease, to terminate this Lease as to the Space as of the Transfer Date, in which event Tenant shall be relieved of all further obligations hereunder as to the Space; or (b) in the case of a sublease, to sublease the Space from Tenant upon the terms and conditions set forth in the Notice, except that the rent shall be the lower of the per square foot Monthly Base Rent and additional Rent described in Articles 2 and 3 payable under this Lease for the Space, or that part of the rent and other consideration set forth in the Notice which is applicable to the Space. If Landlord exercises its option to sublet the Space, then Tenant shall sublet the Space to Landlord upon the terms and conditions set forth in clause (b) above; provided, however, that: (i) Landlord shall at all times under such sublease have the right and option further to sublet the Space without obtaining Tenant’s consent or sharing any of the economic consideration received by Landlord; (ii) the provisions of Section 7.2 shall not be applicable thereto; (iii) Landlord and its subtenants shall have the right to use in common with Tenant all lavatories, corridors and lobbies which are within the Premises and the use of which is reasonably required for the use of the Space; (iv) Tenant shall have no right of set-off or abatement or any other right to assert a default hereunder by reason of any default by Landlord under such sublease; and (v) Landlord’s liability under such sublease shall not be deemed assumed or taken subject to by any successor to Landlord’s interest under this Lease. No failure of Landlord to exercise either option with respect to the Space shall be deemed to be Landlord’s consent to the assignment or subletting of all or any portion of the Space. If Landlord does not exercise either option, and Landlord shall have consented to the assignment or sublease of the Space, then Tenant shall be free to assign or sublet the Space to any third party subject to the following conditions:

Notice and Procedure. If at any time or from time to time during the Term, Tenant desires to assign this Lease with respect to, or sublet to sublet, all or any part of the Premises, then at least thirty (30) days, but not more than one hundred twenty (120) days, prior to the date when Tenant desires the assignment or subletting to be effective (the “Transfer Date”), Tenant shall give Landlord a notice (the “Notice”) which shall include the signed sublease or assignment (but for Landlord’s consent), and shall set forth the name, address and business of the proposed assignee or sublesseesubtenant, information (including financial statements and references) concerning the character of the proposed assignee or sublesseesubtenant, a detailed description of the space proposed to be assigned or sublet, which must be a single, self-contained unit (the “Space”), any rights of the proposed assignee or sublessee subtenant to use Tenant’s improvements and the like, the Transfer Date, and the fixed rent and/or other consideration and all other material terms and conditions of the proposed assignment or subletting, all in such detail as Landlord may reasonably require. If Landlord requests additional detail, the Notice shall not be deemed to have been received until Landlord receives such additional detail. Landlord shall deliver written notice to Tenant of Landlord’s consent or absence of consent to any assignment or sublease within twenty (20) business days after Landlord’s receipt of the Notice. If Landlord fails to deliver written notice of its consent to an assignment or sublease within twenty (20) business days after Landlord’s receipt of the Notice, then Landlord shall be deemed to have consented thereto. Notwithstanding the foregoing, in the event of an assignment or sublease for more than fifty percent (50%) of the Premises, Landlord shall have the option, exercisable by giving notice to Tenant at any time within twenty (20) days after Landlord’s receipt of the Notice Notice: (a) in the case of an assignment or sublease, to terminate this Lease as to the Space as of the Transfer DateSpace, in which event Tenant shall be relieved of all further obligations hereunder with respect thereto as to of the SpaceTransfer Date; or (b) in the case of a sublease, to sublease the Space from Tenant upon the terms and conditions set forth in the Notice, except that the rent shall be the lower of the per square foot Monthly Base Rent and additional Rent described in Articles 2 and 3 payable under terminate this Lease for the Space, or that part of the rent and other consideration set forth in the Notice which is applicable as to the Space. If Landlord exercises its option to sublet the Space, then Tenant shall sublet the Space to Landlord upon the terms and conditions set forth in clause (b) above; provided, however, that: (i) Landlord shall at all times under such sublease have the right and option further to sublet the Space without obtaining Tenant’s consent or sharing any of the economic consideration received by Landlord; (ii) the provisions of Section 7.2 shall not be applicable thereto; (iii) Landlord and its subtenants shall have the right to use in common with Tenant all lavatories, corridors and lobbies which are within the Premises and the use of which is reasonably required for the use of the Space; (iv) Tenant shall have no right of set-off or abatement or any other right to assert a default hereunder by reason of any default by Landlord under such sublease; and (v) Landlord’s liability under such sublease shall not be deemed assumed or taken subject to by any successor to Landlord’s interest under this Lease. No failure of Landlord to exercise either option with respect to the Space shall be deemed to be Landlord’s consent to the assignment or subletting of all or any portion of the Space. If Landlord does not exercise either option, and Landlord shall have consented to the assignment or sublease of the Space, then Tenant shall be free to assign or sublet the Space to any third party subject to the following conditions:.

Notice and Procedure. If at any time or from time to time during the Term, Tenant desires to assign this Lease with respect to, or sublet to sublet, all or any part of the Premises, then at least thirty sixty (3060) days, but not more than one hundred twenty (120) days, prior to the date when Tenant desires the assignment or subletting to be effective (the “"Transfer Date”"), Tenant shall give Landlord a notice (the “"Notice”") which shall set forth the name, address and business of the proposed assignee or sublesseesubtenant, information (including financial statements and references) concerning the character of the proposed assignee or sublesseesubtenant, a detailed description of the space proposed to be assigned or sublet, which must be a single, self-contained unit (the “"Space”"), any rights of the proposed assignee or sublessee subtenant to use Tenant’s 's improvements and the like, the Transfer Date, and the fixed rent and/or other consideration and all other material terms and conditions of the proposed assignment or subletting, all in such detail as Landlord may reasonably require. In the event that Tenant desires to sublet all or any part of the Premises, Tenant shall in its Notice request from Landlord the asking price for space within the Building. Tenant shall not market or otherwise publicly broadcast a rental rate that is less than the Building asking price. Tenant shall pay within thirty (30) calendar days after receipt of Landlord's written demand, any costs incurred by Landlord in connection with a request for assignment or subletting, including reasonable attorneys' fees. If Landlord requests additional detail, the Notice shall not be deemed to have been received until Landlord receives such additional detail. Landlord shall deliver written notice to Tenant of Landlord’s consent or absence of consent to any assignment or sublease within twenty (20) business days after Landlord’s receipt of the Notice. If Landlord fails to deliver written notice of its consent to an assignment or sublease within twenty (20) business days after Landlord’s receipt of the Notice, then Landlord shall be deemed to have consented thereto. Notwithstanding the foregoing, in the event of an assignment or sublease for more than fifty percent (50%) of the Premises, Landlord shall have the option, exercisable by giving notice to Tenant at any time within twenty (20) days after Landlord’s 's receipt of the Notice Notice: (a) in the case of an assignment or sublease, to terminate this Lease as to the Space as of the Transfer DateSpace, in which event Tenant shall be relieved of all further obligations hereunder with respect thereto as to of the SpaceTransfer Date; or (b) in the case of a sublease, to sublease sublet the Space from Tenant upon the terms and conditions set forth in the Notice, except that the rent shall be the lower of the per square foot Monthly monthly Base Rent and additional Additional Rent described in Articles 2 and 3 Section 4 payable under this Lease for the Space, or that part of the rent and other consideration set forth in the Notice which is applicable to the Space. No failure of Landlord to exercise either option with respect to the Space shall be deemed to be Landlord's consent to the assignment or subletting of all or any portion of the Space. Upon written request by Tenant prior to Tenant's entering into an agreement with an assignee or subtenant, Landlord shall notify Tenant whether or not Landlord would exercise its right to terminate this Lease with respect to the Space. If Landlord determines to waive its right to terminate this Lease with respect to the Space, it shall only be bound by such waiver if Tenant delivers a Notice to Landlord within three (3) months after receipt of Landlord's waiver. In addition, no waiver by Landlord of its right to terminate this Lease with respect to any Space shall constitute or be deemed a waiver of such right with respect to future assignments or subleases, nor shall it be deemed a waiver of Landlord's right to withhold consent to any particular assignment or subletting. If, after receipt of any Notice, Landlord exercises its right to terminate this Lease with respect to the Space, Tenant shall have the right, exercisable by written notice to Landlord within ten (10) days after receipt of Landlord's notice, to rescind its Notice. If Landlord exercises its option to sublet the Space, then Tenant shall sublet the Space to Landlord upon the terms and conditions set forth contained in clause the Notice (b) except for monthly rent as specified above); provided, however, that: (i) Landlord shall at all times under such sublease have the right and option further to sublet the Space without obtaining Tenant’s 's consent or sharing any of the economic consideration received by Landlord; (ii) the provisions of Section 7.2 6 shall not be applicable thereto; (iii) Landlord and its subtenants shall have the right to use in common with Tenant all lavatories, corridors and lobbies which are within the Premises and the use of which is reasonably required for the use of the Space; and (iv) Tenant shall have no right of set-off setoff or abatement or any other right to assert a default hereunder by reason of any default by Landlord under such sublease; and (v) Landlord’s liability under such sublease shall not be deemed assumed or taken subject to by any successor to Landlord’s interest under this Lease. No failure of Landlord to exercise either option with respect to the Space shall be deemed to be Landlord’s consent to the assignment or subletting of all or any portion of the Space. If Landlord does not exercise either option, and Landlord shall have consented to the assignment or sublease of the Space, then Tenant shall be free to assign or sublet the Space to any third party subject to the following conditions:.

Notice and Procedure. If at any time or from time to time during the Term, Tenant desires to assign this Lease with respect to, or sublet to sublet, all or any part of the Premises, then at least thirty ten (3010) business days, but not more than one hundred twenty (120) days, prior to the date when Tenant desires the assignment or subletting to be effective (the “Transfer Date”), Tenant shall give Landlord a notice (the “Notice”) which shall set forth the name, address and business of the proposed assignee or sublessee, subtenant; information (including financial statements and references) concerning the character of the proposed assignee or sublesseesubtenant; in the case of a subletting, a detailed description of the space proposed to be assigned or subletsublet (the “Space”) which Space, which if it does not consist of the entire Premises, must be a single, self-contained unit (the “Space”), demised by Tenant in accordance with all applicable laws; any rights of the proposed assignee or sublessee subtenant to use Tenant’s improvements and the like, ; the Transfer Date, ; and the fixed rent and/or other consideration and all other material terms and conditions of the proposed assignment or subletting, all in such detail as Landlord may reasonably require. If Landlord requests additional detail, the Notice shall not be deemed to have been received until Landlord receives such additional detail. Landlord shall deliver written notice to Tenant of Landlord’s consent or absence of consent to any assignment or sublease within twenty (20) business days after Landlord’s receipt of the Notice. If Landlord fails to deliver written notice of its consent to an assignment or sublease within twenty (20) business days after Landlord’s receipt of the Notice, then Landlord shall be deemed to have consented thereto. Notwithstanding the foregoing, in the event of an assignment or sublease for more than fifty percent (50%) of the Premises, Landlord shall have the option, exercisable by giving notice to Tenant at any time within twenty ten (2010) business days after Landlord’s receipt of the Notice (the “Recapture Period”) (a) in the case of an assignment or sublease, to terminate this Lease in its entirety or as to the Space as Space, for a term or sublease term for all or substantially all of the Transfer Dateremaining Term, as applicable, in which event Tenant shall be relieved of all further obligations hereunder with respect thereto as to of the SpaceTransfer Date; or (b) in the case of a sublease, to sublease sublet the Space from Tenant upon the terms and conditions set forth in the Notice, except that the rent shall be the lower of the per square foot Monthly Base Rent and additional Rent rent described in Articles 2 and 3 Article 4 payable under this Lease for the Space, or that part of the rent and other consideration set forth in the Notice which is applicable to the Space (each, a “Recapture Right”). No failure of Landlord to exercise a Recapture Right shall be deemed to be Landlord’s consent to the assignment of this Lease or the subletting of all or any portion of the Premises. Upon request by Tenant prior to Tenant’s entering into an agreement with an assignee or subtenant, Landlord shall notify Tenant whether or not Landlord would exercise its right to terminate this Lease or with respect to the Space, as applicable. If Landlord determines to waive its right to terminate this Lease or with respect to the Space, as applicable, Landlord shall only be bound by such waiver if Tenant delivers a Notice to Landlord within three (3) months after receipt of Landlord’s waiver. In addition, no waiver by Landlord of its right to terminate this Lease or with respect to any Space, as applicable, shall constitute or be deemed a waiver of such right with respect to future assignments or subleases, nor shall it be deemed a waiver of Landlord’s right to withhold consent to any particular assignment or subletting. If, after receipt of any Notice, Landlord exercises its right to terminate this Lease or with respect to the Space, as applicable, Tenant shall have the right, exercisable by written notice to Landlord within ten (10) days after receipt of Landlord’s notice, to rescind its Notice. If Landlord exercises its option to sublet the Space, then Tenant shall sublet the Space to Landlord upon the terms and conditions set forth contained in clause the Notice (b) except for monthly rental as specified above); provided, however, that: (i) Landlord shall at all times under such sublease have the right and option further to sublet the Space without obtaining Tenant’s consent or sharing any of the economic consideration received by Landlord; (ii) the provisions of Section 7.2 Article 6 shall not be applicable thereto; and (iii) Landlord and its subtenants shall have the right to use in common with Tenant all lavatories, corridors and lobbies which are within the Premises and the use of which is reasonably required for the use of the Space; (iv) Tenant shall have no right of set-off or abatement or any other right to assert a default hereunder by reason of any default by Landlord under such sublease; and (v) Landlord’s liability under such sublease shall not be deemed assumed or taken subject to by any successor to Landlord’s interest under this Lease. No failure of Landlord to exercise either option with respect to the Space shall be deemed to be Landlord’s consent to the assignment or subletting of all or any portion of the Space. If Landlord does not exercise either option, and Landlord shall have consented to the assignment or sublease of the Space, then Tenant shall be free to assign or sublet the Space to any third party subject to the following conditions:.

Notice and Procedure. If at any time or from time to time during the Term, Tenant desires to assign this Lease with respect to, or sublet to sublet, all or any part of the Premises, then at least thirty (30) days, but not more than one hundred twenty (120) days, prior to the date when Tenant desires the assignment or subletting to be effective (the “Transfer Date”), Tenant shall give Landlord a notice (the “Notice”) which shall include the signed sublease or assignment (but for Landlord’s consent), and shall set forth the name, address and business of the proposed assignee or sublesseesubtenant, information (including financial statements and references) concerning the character of the proposed assignee or sublesseesubtenant, a detailed description of the space proposed to be assigned or sublet, which must be a single, self-contained unit (the “Space”), any rights of the proposed assignee or sublessee subtenant to use Tenant’s improvements and the like, the Transfer Date, and the fixed rent and/or other consideration and all other material terms and conditions of the proposed assignment or subletting, all in such detail as Landlord may reasonably require. If Landlord requests additional detail, the Notice shall not be deemed to have been received until Landlord receives such additional detail. Landlord shall deliver written notice to Tenant Except for transfers in the last sentence of Section 10.1 that do not require Landlord’s consent or absence and for a sublease of consent to any assignment or sublease within twenty (20) business days after Landlord’s receipt only a portion of the Notice. If Landlord fails Premises the term of which expires no later than one (1) year prior to deliver written notice of its consent to an assignment or sublease within twenty (20) business days after Landlord’s receipt the end of the Notice, then Landlord shall be deemed to have consented thereto. Notwithstanding the foregoing, in the event of an assignment or sublease for more than fifty percent (50%) of the PremisesTerm, Landlord shall have the option, exercisable by giving notice to Tenant at any time within twenty thirty (2030) days after Landlord’s receipt of the Notice Notice: (a) in the case of an assignment or sublease, to terminate this Lease as to the Space as of the Transfer DateLease, in which event Tenant shall be relieved of all further obligations hereunder with respect thereto as to of the SpaceTransfer Date; or (b) in the case of a sublease, to sublease the Space from Tenant upon the terms and conditions set forth in the Notice, except that the rent shall be the lower of the per square foot Monthly Base Rent and additional Rent described in Articles 2 and 3 payable under terminate this Lease for as to the Space, or that part in which event Tenant shall be relieved of all further obligations hereunder with respect to the Space as of the rent and other consideration set forth in the Notice which is applicable to the Space. If Landlord exercises its option to sublet the Space, then Tenant shall sublet the Space to Landlord upon the terms and conditions set forth in clause (b) above; provided, however, that: (i) Landlord shall at all times under such sublease have the right and option further to sublet the Space without obtaining Tenant’s consent or sharing any of the economic consideration received by Landlord; (ii) the provisions of Section 7.2 shall not be applicable thereto; (iii) Landlord and its subtenants shall have the right to use in common with Tenant all lavatories, corridors and lobbies which are within the Premises and the use of which is reasonably required for the use of the Space; (iv) Tenant shall have no right of set-off or abatement or any other right to assert a default hereunder by reason of any default by Landlord under such sublease; and (v) Landlord’s liability under such sublease shall not be deemed assumed or taken subject to by any successor to Landlord’s interest under this LeaseTransfer Date. No failure of Landlord to exercise either option with respect to the Space shall be deemed to be Landlord’s consent to the assignment or subletting of all or any portion of the Space. If Landlord does not exercise either option, and Landlord shall have consented to the assignment or sublease of the Space, then Tenant shall be free to assign or sublet the Space to any third party subject to the following conditions:.