Common use of Permitted Controlled Transfers Clause in Contracts

Permitted Controlled Transfers. Notwithstanding the provisions of Sections 14.1 above to the contrary, Tenant may assign this Lease or sublet the Premises or any portion thereof (herein, a "Permitted Transfer"), without Landlord's consent and without extending any sublease or termination option to Landlord, to a "Permitted Transferee," i.e., to any corporation or other entity which controls, is controlled by or is under common control with Tenant, or to any corporation resulting from a merger or consolidation with Tenant, or to any person or entity which acquires all the assets of Tenant's business as a going concern, provided that: (a) at least twenty (20) days prior to such assignment or sublease, Tenant delivers to Landlord the financial statements and other financial and background information of the assignee or sublessee described in Section 14.3 below; (b) if an assignment, the assignee assumes, in full, the obligations of Tenant under this Lease (or if a sublease, the sublessee of a portion of the Premises or Term assumes, in full, the obligations of Tenant with respect to such portion); and the Guarantor, if any, executes a reaffirmation of its Guaranty in form satisfactory to Landlord; (c) the financial net worth of the assignee or sublessee equals or exceeds that of Tenant as of the date of execution of this Lease; (d) Tenant remains fully liable under this Lease; and (e) the use of the Premises under Article 6 remains unchanged. In addition to the foregoing, Tenant shall be entitled to sublease up to 5,000 total rentable square feet of the Premises to Xxxxxx, XxXxxx & Xxxxxx, a California partnership ("LMJ"), or any successor law firm of which Xxxxxx X. Xxxxxx is a partner or member (LMJ and any such successor law firm being referred to hereinafter as "Xxxxxx") and as part of the maximum 5,000 rentable square feet, Tenant may also sublease a portion of the Premises to Xxx Xxxxx, attorney at law, ("Xxxxx") without Landlord's consent, but subject to the provisions set forth above in this Section 14.2 governing Permitted Transferees. Accordingly, Xxxxxx and Xxxxx are hereby deemed Permitted Transferees for purposes of this Section 14.

Permitted Controlled Transfers. Notwithstanding the provisions of Sections 14.1 above to the contrary, Tenant may assign this Lease or sublet the Premises or any portion thereof (herein, a "“Permitted Transfer"”), without Landlord's ’s consent and without extending any sublease or termination option to Landlord, to a "Permitted Transfereean “Affiliate," ” i.e., to a parent or subsidiary of Tenant or the parent or subsidiary of any corporation or other entity which controls, is controlled by or is under common control with Tenant, or to any corporation or other entity resulting from a merger merger, reorganization or consolidation with Tenant, or to any person or entity which acquires all or at least 75% of all the assets or voting shares of Tenant's ’s business as a going concern, provided that: (ai) Tenant shall not be in default in the performance of any of its obligations under this Lease at the time of the assignment or sublease; (ii) at least twenty (20) 15 days prior to the effective date of such assignment or sublease, Tenant delivers shall furnish Landlord with the name of the Affiliate and a written certification from an officer of Tenant certifying (A) the manner in which the proposed assignee is affiliated with Tenant and (B) that the type of business conducted in the Premises and the density of personnel in the Premises will not materially change as a result of such assignment; (iii) if an assignment, in Landlord’s reasonable judgment the Net Worth of the Affiliate is substantially equal or greater to the Net Worth of Tenant on the date of this Lease, and proof satisfactory to Landlord of such Net Worth shall have been delivered to Landlord at least fifteen (15) days prior to the financial statements and other financial and background information effective date of the assignee or sublessee described in Section 14.3 belowproposed assignment; (biv) if an assignment, the assignee assumes, in full, the obligations of Tenant under this Lease (or if a sublease, the sublessee of a portion of the Premises or Term assumes, in full, the obligations of Tenant with respect to such portion); and the Guarantor, if any, executes a reaffirmation of its Guaranty in form satisfactory to Landlord; (c) the financial net worth of the assignee or sublessee equals or exceeds that of Tenant as of the date of execution of this Lease; (dv) Tenant remains fully liable under this LeaseLease and the Security Deposit remains in full force and effect; and (evi) the use of the Premises under Article Section 6 above remains unchanged. In addition to the foregoing, Tenant shall be entitled to sublease up to 5,000 total rentable square feet of the Premises to Xxxxxx, XxXxxx & Xxxxxx, a California partnership ("LMJ"), or any successor law firm of which Xxxxxx X. Xxxxxx is a partner or member (LMJ and any such successor law firm being referred to hereinafter as "Xxxxxx") and as part of the maximum 5,000 rentable square feet, Tenant may also sublease a portion of the Premises to Xxx Xxxxx, attorney at law, ("Xxxxx") without Landlord's consent, but subject to the provisions set forth above in this Section 14.2 governing Permitted Transferees. Accordingly, Xxxxxx and Xxxxx are hereby deemed Permitted Transferees for purposes of this Section 14.

Permitted Controlled Transfers. Notwithstanding the any provisions of Sections 14.1 this Section 12 above to the contrary, Tenant may assign this Lease or sublet the Premises or any portion thereof (herein, a "Permitted Transfer")thereof, without Landlord's consent (except as to the form of assignment or sublease) and without extending any sublease or termination option to Landlord, to a "Permitted Transferee," i.e.any corporation, to any corporation or other entity limited liability company which controls, is controlled by or is under common control with Tenant, or to any corporation or other legal entity resulting from a merger or consolidation with Tenant, or to any person or entity which acquires all of the assets of Tenant's business as a going concern, provided that: (a) at least twenty thirty (2030) days prior to such assignment or sublease, Tenant delivers to Landlord the financial statements and other financial and background information of the assignee or sublessee described in Section 14.3 below12.03 above and the proposed form of assignment or sublease; (b) if an assignment, the assignee assumes, in full, the obligations of Tenant under this Lease (or if a sublease, the sublessee of a portion of the Premises or Term assumes, in full, the obligations of Tenant with respect to such portion); and the Guarantor, if any, executes a reaffirmation of its Guaranty in form satisfactory to Landlord; (c) the financial net worth of the assignee or sublessee equals or exceeds that of Tenant as of the date of execution of this Lease; (d) Tenant remains fully liable under this LeaseLease and will continue to have a net worth not less than Tenant's net worth on the date hereof; and (e) Tenant provides Landlord with a written ratification agreement from each guarantor of this Lease in form and substance satisfactory to Landlord; (f) the use of the Premises permitted under Article 6 Section 7.01 of this Lease remains unchanged. In addition ; and (g) such transaction is not entered into as a subterfuge to avoid the foregoing, Tenant shall be entitled to sublease up to 5,000 total rentable square feet of the Premises to Xxxxxx, XxXxxx & Xxxxxx, a California partnership ("LMJ"), or any successor law firm of which Xxxxxx X. Xxxxxx is a partner or member (LMJ restrictions and any such successor law firm being referred to hereinafter as "Xxxxxx") and as part of the maximum 5,000 rentable square feet, Tenant may also sublease a portion of the Premises to Xxx Xxxxx, attorney at law, ("Xxxxx") without Landlord's consent, but subject to the provisions set forth above in this Section 14.2 governing Permitted Transferees. Accordingly, Xxxxxx and Xxxxx are hereby deemed Permitted Transferees for purposes of this Section 1412. Landlord acknowledges that Tenant is a publicly traded company and that the sale of the capital stock in Tenant shall not be deemed an assignment of this Lease.

Permitted Controlled Transfers. Notwithstanding the provisions of Sections 14.1 above to the contrary, Tenant may assign this Lease or sublet the Premises or any portion thereof (herein, a "“Permitted Transfer"”), without Landlord's ’s consent but with prior written notice, and without extending releasing Tenant of any sublease or termination option to Landlordliability under this Lease, to a "Permitted Transfereean “Affiliate," ” i.e., to a parent or subsidiary of Tenant or the parent or subsidiary of any corporation or other entity which controls, is controlled by or is under common control with Tenant, or to any corporation entity resulting from a merger merger, reorganization or consolidation with Tenant, or to any person or entity which acquires all the assets of Tenant's ’s business as a an on-going concernconcern or to any person or entity which acquires substantially all of the shares of Tenant, provided that: (ai) Tenant shall not be in default in the performance of any of its obligations under this Lease at the time of the Permitted Transfer; (ii) at least twenty (20) 10 days prior to the effective date of such assignment Permitted Transfer (provided, if such prior notice is not allowed by applicable law or subleaserestrictions on Tenant with regards to such transaction, then such notice shall be provided within 10 days after the effective date of such Permitted Transfer), Tenant delivers to shall furnish Landlord with the financial statements and other financial and background information name of the assignee Affiliate and a written certification from an officer of Tenant certifying (A) the manner in which the proposed Affiliate is affiliated with Tenant, (B) that the type of business conducted in the Premises will not materially change as a result of such Permitted Transfer, and (C) that the net worth of the Affiliate is substantially equal or sublessee described in Section 14.3 below; greater to the net worth of Tenant on the date just prior to the merger or acquisition and Permitted Transfer, (biii) if an assignment, the assignee Affiliate assumes, in full, the obligations of Tenant under this Lease Lease, (or if a sublease, the sublessee of a portion of the Premises or Term assumes, in full, the obligations of Tenant with respect to such portion); and the Guarantor, if any, executes a reaffirmation of its Guaranty in form satisfactory to Landlord; (c) the financial net worth of the assignee or sublessee equals or exceeds that of Tenant as of the date of execution of this Lease; (div) Tenant remains fully liable under this Lease; and (ev) the use of the Premises under Article 6 Section 5 above remains unchanged. In addition to the foregoing, Tenant shall be entitled to sublease up to 5,000 total rentable square feet of the Premises to Xxxxxx, XxXxxx & Xxxxxx, a California partnership ("LMJ"), or any successor law firm of which Xxxxxx X. Xxxxxx is a partner or member (LMJ and any such successor law firm being referred to hereinafter as "Xxxxxx") and as part of the maximum 5,000 rentable square feet, Tenant may also sublease a portion of the Premises to Xxx Xxxxx, attorney at law, ("Xxxxx") without Landlord's consent, but subject to the provisions set forth above in this Section 14.2 governing Permitted Transferees. Accordingly, Xxxxxx and Xxxxx are hereby deemed Permitted Transferees for purposes of this Section 14.

Permitted Controlled Transfers. Notwithstanding the provisions of Sections 14.1 above this Paragraph 24 to the contrary, Tenant may assign this Lease or sublet the Premises or any portion thereof (herein, a "Permitted Transfer"), without Landlord's consent and without extending any sublease or termination option to Landlord, to a "Permitted Transferee," i.e.any parent, to any subsidiary or affiliate corporation or other entity which controls, is controlled by or is under common control with Tenant, or to any corporation resulting from a merger or consolidation with Tenant, whether or not Tenant is the surviving entity, or to any person or entity which acquires all the assets or stock of Tenant's business as a going concernconcern (collectively, a "Tenant Affiliate"), provided that: (ai) at least twenty thirty (2030) days prior to such assignment or sublease, Tenant delivers to Landlord the financial statements and other financial and background information of the assignee or sublessee subtenant described in Section 14.3 Subparagraph 24(d) below; (bii) if an assignment, the assignee assumes, in full, the obligations of Tenant under this Lease (or if a sublease, the sublessee subtenant of a portion of the Premises or Term assumes, in full, the obligations of Tenant with respect to such portion); and the Guarantor, if any, executes a reaffirmation of its Guaranty in form satisfactory to Landlord; (ciii) the financial net worth condition of such successor or assignee is such that the substitution of such successor or assignee for Tenant hereunder would not reasonably be expected to materially adversely affect Landlord's ability to refinance any debt secured by the Development or sublessee equals sell the Development without a material reduction in the value attributed to the Development in connection with such refinancing or exceeds that of Tenant as of the date of execution of this Leasesale; (div) Tenant remains fully liable under this Lease; and (ev) the use of the Premises under Article 6 remains unchangedParagraph 8 is consistent with the Permitted Use described in Paragraph 1(c) above. Without limiting the generality of the foregoing, for purposes of clause (iii) above, the financial condition of a successor or assignee shall not be deemed to reasonably be expected to materially adversely affect Landlord's ability to refinance any debt secured by the Development or sell the Development if: (A) such successor or assignee has a corporate credit rating or indebtedness rated, in either case, by a "nationally recognized statistical rating organization" (as defined under Rule 436(g)(2) under the Securities Act of 1933) of BBB or better if rated by Standard and Poors, or an equivalent rating if rated by any other nationally recognized statistical rating organization or (B) the obligations of such successor or assignee under this Lease are guaranteed by an entity meeting the qualifications of (A) above pursuant to a form of lease guaranty reasonably acceptable to Landlord; (C) the net worth of such successor following such proposed assignment or sublease is not less than $40,000,000; or (D) the obligations of such successor or assignee under this Lease are guaranteed by an entity having a net worth of not less than $40,000,000 without a material reduction in the value attributed to the Development in connection with such refinancing or sale. In addition the event of a Transfer which would constitute a Permitted Transfer but for a failure to comply with the foregoingprovisions of Section 24(c)(iii) above, if Landlord elects, in its sole discretion, to terminate this Lease as a result of such unpermitted Transfer, Tenant shall be entitled permitted to sublease up remain in the Premises for no more than twelve (12) months from the date Landlord gives Tenant notice of Landlord's election to 5,000 total rentable square feet terminate the Lease provided that (A) Tenant provides Landlord with a letter of credit in form and substance reasonably acceptable to Landlord in an amount not less than the equivalent of nine (9) months of the Premises to Xxxxxx, XxXxxx & Xxxxxx, a California partnership then current Monthly Base Rent and ("LMJ"), or B) Tenant otherwise is not in default under this Lease beyond any successor law firm of which Xxxxxx X. Xxxxxx is a partner or member (LMJ and any such successor law firm being referred to hereinafter as "Xxxxxx") and as part of the maximum 5,000 rentable square feet, Tenant may also sublease a portion of the Premises to Xxx Xxxxx, attorney at law, ("Xxxxx") without Landlord's consent, but subject to the provisions set forth above in this Section 14.2 governing Permitted Transferees. Accordingly, Xxxxxx and Xxxxx are hereby deemed Permitted Transferees for purposes of this Section 14applicable cure period.

Permitted Controlled Transfers. Notwithstanding the provisions of Sections 14.1 above to the contrary, Tenant may assign this Lease or sublet the Premises or any portion thereof or allow occupancy by sublease, license or other agreement (herein, a "Permitted Transfer"), without Landlord's consent consent, without payment of “Excess Rent” (as defined below), and without extending any sublease or termination option to Landlord, to a "Permitted Transferee," i.e., to any corporation or other entity which is a parent, subsidiary, or sister company of Tenant or an entity which otherwise controls, is controlled by or is under common control with Tenant, or to any corporation entity resulting from a merger or consolidation with Tenant, or to any person or entity which acquires all or substantially all the assets of Tenant's business as a going concern, provided that: (a) at least twenty ten (2010) days prior to such assignment or sublease, Tenant delivers to Landlord the financial statements and other financial and background information of the assignee or sublessee described in Section 14.3 below, unless prohibited by law or a confidentiality agreement; (b) if an assignment, the assignee assumes, in full, the obligations of Tenant under this Lease (or if a sublease, the sublessee of a portion of the Premises or Term assumes, in full, the obligations of Tenant with respect to such portion); and the Guarantor, if any, executes a reaffirmation of its Guaranty in form satisfactory to Landlord; (c) in connection with an assignment of this Lease only the financial net worth of the assignee or sublessee equals or exceeds that of Tenant as of the date of execution of this Lease; (d) Tenant remains fully liable under this Lease; and (e) the use of the Premises under Article Section 6 remains unchanged. In addition to the foregoing, Tenant shall be entitled to sublease up to 5,000 total rentable square feet of the Premises to Xxxxxx, XxXxxx & Xxxxxx, a California partnership ("LMJ"), or any successor law firm of which Xxxxxx X. Xxxxxx is a partner or member (LMJ and any such successor law firm being referred to hereinafter as "Xxxxxx") and as part of the maximum 5,000 rentable square feet, Tenant may also sublease a portion of the Premises to Xxx Xxxxx, attorney at law, ("Xxxxx") without Landlord's consent, but subject to the provisions set forth above in this Section 14.2 governing Permitted Transferees. Accordingly, Xxxxxx and Xxxxx are hereby deemed Permitted Transferees for purposes of this Section 14.

Permitted Controlled Transfers. Notwithstanding the provisions ------------------------------ of Sections 14.1 above this Paragraph 25 to the contrary, Tenant may assign this Lease or sublet the Premises or any portion thereof (herein, a "Permitted Transfer")thereof, without Landlord's consent and without extending any assignment or sublease or termination option to Landlord, to a "Permitted Transferee," i.e., to any corporation or other entity which controls, is controlled by or is under common control with TenantTenant (any such entity being referred to herein as "Tenant Affiliate"), or to any corporation resulting from a merger or consolidation with Tenant, or to any person or entity which acquires all the assets of Tenant's business as a going concern, provided that: (ai) at least twenty (20) days prior to such assignment or sublease, Tenant delivers to Landlord the financial statements and other financial and background information of the assignee or sublessee described in Section 14.3 belowSubparagraph 25(b) above; (bii) if an assignment, the assignee assumes, in full, the obligations of Tenant under this Lease (or if a sublease, the sublessee of a portion of the Premises or Term assumes, in full, the obligations of Tenant with respect to such portion); and the Guarantor, if any, executes a reaffirmation of its Guaranty in form satisfactory to Landlord; (ciii) the financial net worth of the proposed assignee or sublessee equals has, in the reasonable opinion of Landlord, a sufficient net worth to ensure the performance by such proposed assignee or exceeds that such proposed sublessee of the obligations of Tenant under this Lease which are assumed by such assignee or sublessee as of the date of execution of this Leaseprovided in clause (ii) above; (div) Tenant remains fully liable under this Lease; and (ev) the use of the Premises under Article 6 Paragraph 8 remains unchanged; and (vi) such transaction is not entered into as a subterfuge to avoid the restrictions and provisions of this Paragraph 25. In addition The term "control" and variations thereof as used in this Subparagraph 25(h) shall mean with respect to a corporation the right to exercise, directly or indirectly, more than fifty percent (50%) of the voting rights attributable to the foregoingcontrolled corporation, Tenant shall be entitled and, with respect to sublease up to 5,000 total rentable square feet any partnership or limited liability company, the possession, directly or indirectly, of the Premises power to Xxxxxx, XxXxxx & Xxxxxx, a California partnership ("LMJ"), direct or any successor law firm of which Xxxxxx X. Xxxxxx is a partner or member (LMJ and any such successor law firm being referred to hereinafter as "Xxxxxx") and as part cause the direction of the maximum 5,000 rentable square feet, Tenant may also sublease a portion management or policies of the Premises to Xxx Xxxxxcontrolled partnership or limited liability company, attorney at law, ("Xxxxx") without Landlord's consent, but subject to the provisions set forth above in this Section 14.2 governing Permitted Transferees. Accordingly, Xxxxxx and Xxxxx are hereby deemed Permitted Transferees for purposes of this Section 14as applicable.

Permitted Controlled Transfers. Notwithstanding the provisions of Sections 14.1 above this Paragraph 24 to the contrary, Tenant may assign this Lease or sublet the Premises or any portion thereof (herein, a "Permitted Transfer"), without Landlord's consent and without extending any sublease or termination option to Landlord, to a "Permitted Transferee," i.e.any parent, to any subsidiary or affiliate corporation or other entity which controls, is controlled by or is under common control with Tenant, or to any corporation resulting from a merger or consolidation with Tenant, or to any person or entity which acquires all or substantially all of the assets or capital stock of Tenant, Tenant's business as a going concern, provided that: (ai) at least twenty (20) days prior to such assignment or sublease, Tenant delivers to Landlord the financial statements and other financial and background information of the assignee or sublessee described in Section 14.3 Subparagraph 24(d) below; (bii) if an assignment, the assignee assumes, in full, the obligations of Tenant under this Lease (or if a sublease, the sublessee of a portion of the Premises or Term assumes, in full, the obligations of Tenant with respect to such portion); and the Guarantor, if any, executes a reaffirmation of its Guaranty in form satisfactory to Landlord; (ciii) the financial net worth of the assignee or sublessee as of the time of the proposed assignment or sublease equals or exceeds that of Tenant as of the date of execution of this Lease; (div) Tenant remains fully liable under this Lease; and (ev) the use of the Premises under Article 6 Paragraph 8 remains unchanged. In substantially the same; and (vi) the use of the Premises by the assignee or subtenant does not involve any types or quantities of Hazardous Materials in addition to the foregoing, types and quantities of Hazardous Materials used by Tenant shall be entitled to sublease up to 5,000 total rentable square feet of the Premises to Xxxxxx, XxXxxx & Xxxxxx, a California partnership ("LMJ"), or any successor law firm of which Xxxxxx X. Xxxxxx is a partner or member (LMJ and any such successor law firm being referred to hereinafter as "Xxxxxx") and as part of the maximum 5,000 rentable square feet, Tenant may also sublease a portion of the Premises to Xxx Xxxxx, attorney at law, ("Xxxxx") without that have been approved by Landlord's consent, but subject to the provisions set forth above in this Section 14.2 governing Permitted Transferees. Accordingly, Xxxxxx and Xxxxx are hereby deemed Permitted Transferees for purposes of this Section 14.