Common use of Permitted Subleases and Assignments Clause in Contracts

Permitted Subleases and Assignments. Notwithstanding the foregoing provisions of this Article 23, Landlord agrees that so long as (a) no default is then continuing beyond any applicable cure period, (b) no circumstance shall have occurred which with the giving of notice, the passage of time, or both would constitute a Default by Tenant, and (c) the creditworthiness and liquidity factor of any entity into which Tenant shall merge are greater than or equal to the creditworthiness and liquidity factor of Tenant as of the date of execution of this Lease and such entity’s tangible net worth is equal to or greater than Eighty-Five Million Dollars ($85,000,000), the provisions of Sections 23.A., 23.B., 23.C., 23.D.(1) and 23.D.(2) shall not be applicable with regard to an assignment of this Lease or a subletting of all or any portion of the Premises to Tenant’s Affiliate (as hereinafter defined), so long as (1) Tenant originally named herein shall remain primarily liable under this Lease, notwithstanding any such assignment or subletting (unless Tenant has merged into such entity, in which case such surviving entity shall assume all of the obligations of Tenant under this Lease), (2) no other or further assignment or subletting to other than an Affiliate shall be permitted without Landlord’s prior written consent and (3) in the case of an assignment, the assignee executes an assignment and assumption agreement in Landlord’s then standard form with respect to the assumption by the assignee of all of Tenant’s then existing and future obligations under this Lease. An “Affiliate” shall be a person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Tenant, or which has succeeded to the ownership of Tenant or of substantially all of Tenant’s assets by merger or consolidation. “Control” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person or entity, whether through ownership of voting securities, by contract, or otherwise. Notwithstanding the other provisions of this Section 23, in the event that Tenant is prevented from providing Landlord with prior notice of an assignment or other transfer of its interests under this Lease to an Affiliate as a result of laws and governmental regulations applicable to publicly traded companies prohibiting such disclosure, then, Tenant shall provide Landlord with written notice of such transfer as soon as reasonably practically thereafter, but in any event within ten (10) business days following the occurrence of the same.

Permitted Subleases and Assignments. Notwithstanding anything to the foregoing provisions contrary in this Lease, in the event of this Article 23a merger, reorganization or consolidation of Tenant, the sale of its interests or all or substantially all of its assets or stock, Landlord agrees that so long as (a) no default is then continuing beyond any applicable cure period, (b) no circumstance shall have occurred which with the giving of notice, the passage of time, or both would constitute a Default by Tenant, and (c) the creditworthiness and liquidity factor tangible net worth of any entity into which Tenant shall merge are greater than or the transferee is at least equal to the creditworthiness and liquidity factor tangible net worth of Tenant originally named herein as of the date Effective Date and as of execution the day immediately preceding the effectiveness of this Lease and the applicable assignment or subletting, then, in such entity’s tangible net worth is equal to or greater than Eighty-Five Million Dollars ($85,000,000)event, the provisions of Sections 23.A.21.1, 23.B.21.3, 23.C., 23.D.(1) 21.4 and 23.D.(2) 21.10 shall not be applicable with regard to an assignment of this Lease or a subletting of all or any portion of the Premises (a “Permitted Transfer”) to Tenant’s Affiliate (as hereinafter defined) (a “Permitted Transferee”), so long as (1) Tenant originally named herein shall remain primarily liable under this Lease, notwithstanding any such assignment or subletting (unless Tenant has merged into such entityis no longer existing, in which case such surviving entity shall assume all of the obligations of Tenant under this Lease), (2) except as provided in this Section 21.5, no other or further assignment or subletting to other than an Affiliate shall be permitted without Landlord’s prior written consent in accordance with this Article 21, (3) Tenant notifies Landlord at least thirty (30) days prior to the effective date of any such assignment or sublease (or if such prior notice is prohibited by confidentiality obligations or law, promptly following the effective date of any such assignment or sublease) and promptly supplies Landlord with any then available non-confidential documents or information reasonably requested by Landlord regarding such Transfer or Permitted Transferee as set forth above, (4) no Default is then existing and continuing and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, and (35) in the case of an assignment, the assignee executes an assignment and assumption agreement in Landlord’s then standard form with respect to the assumption by the assignee of all of Tenant’s then existing and future obligations under this Lease. An “Affiliate” shall be a person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the TenantTenant or its parent, or which has succeeded to the ownership of Tenant or of substantially all of Tenant’s assets or stock by merger merger, reorganization or consolidation. “Control” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person or entity, whether through ownership of voting securities, by contract, or otherwise. Notwithstanding the other provisions of this Section 23, in the event that Tenant is prevented from providing Landlord with prior notice of an assignment or other transfer of its interests under this Lease to an Affiliate as a result of laws and governmental regulations applicable to publicly traded companies prohibiting such disclosure, then, Tenant shall provide Landlord with written notice of such transfer as soon as reasonably practically thereafter, but in any event within ten (10) business days following the occurrence of the same.

Permitted Subleases and Assignments. Notwithstanding the foregoing foregoing, but subject to the provisions of this Article 23any other express conditions or limitations set forth herein, Landlord agrees that so long as (a) no default is then continuing beyond any applicable cure periodTenant may, (b) no circumstance shall have occurred which without Landlord’s consent, and consistent with the giving Permitted Use, sublease space at the Leased Property (including a removal or extension of noticean existing Sublease) in connection with the Permitted Use, provided any such proposed Sublease (i) provides for rental rates and terms comparable to existing local market rates and terms (taking into account the passage type and quality of time, or both would constitute a Default by Tenant, and (cthe tenant) the creditworthiness and liquidity factor of any entity into which Tenant shall merge are greater than or equal to the creditworthiness and liquidity factor of Tenant as of the date such Sublease is executed by Tenant (unless, in the case of execution of this Lease and a renewal Sublease, the rent payable during such entity’s tangible net worth renewal, or a formula or other method to compute such rent, is equal to or greater than Eighty-Five Million Dollars ($85,000,000provided for in the original Sublease), (ii) is an arm’s-length transaction with a bona fide, independent third party tenant, (iii) does not have a materially adverse effect on the provisions value of Sections 23.A.the Property taken as a whole, 23.B.(iv) is subject and subordinate to any first lien Mortgage and the tenant thereunder agrees to attorn to Landlord and any Mortgagee, 23.C.(v) does not contain any option, 23.D.(1) and 23.D.(2) shall not be applicable with regard offer, right of first refusal, or other similar right to an assignment of this Lease or a subletting of acquire all or any portion of the Premises to Tenant’s Affiliate (as hereinafter defined), so long as (1) Tenant originally named herein shall remain primarily liable under this Lease, notwithstanding any such assignment or subletting (unless Tenant has merged into such entity, in which case such surviving entity shall assume all of the obligations of Tenant under this Lease)Leased Property, (2vi) has a base term of less than fifteen (15) years including options to renew, (vii) has no other rent credits, free rents or further assignment or subletting to concessions granted thereunder other than an Affiliate shall be permitted without Landlord’s prior written consent and (3) those offered in the case of an assignment, the assignee executes an assignment and assumption agreement in Landlord’s then standard form with respect to the assumption by the assignee of all ordinary course of Tenant’s then existing business and future obligations under consistent with the past business practices of Tenant, and (viii) is written on Tenant’s standard form of lease. All proposed Subleases that cover permanent showroom space in excess of 2,000 square feet each and which do not satisfy the requirements set forth in this Lease. An “Affiliate” subsection shall be a person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Tenant, or which has succeeded subject to the ownership prior approval of Tenant or of substantially all of Landlord and its counsel, at Tenant’s assets expense; provided, however, Landlord’s consent shall be deemed granted if not disapproved by merger or consolidation. “Control” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person or entity, whether through ownership of voting securities, by contract, or otherwise. Notwithstanding the other provisions of this Section 23, Landlord in the event that Tenant is prevented from providing Landlord with prior notice of an assignment or other transfer of its interests under this Lease to an Affiliate as a result of laws and governmental regulations applicable to publicly traded companies prohibiting such disclosure, then, Tenant shall provide Landlord with written notice of such transfer as soon as reasonably practically thereafter, but in any event writing within ten five (105) business days following the occurrence of Landlord’s receipt of the sameproposed Lease in an envelope marked “LANDLORD’S RESPONSE IS REQUIRED WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF THE LEASE together with all other information and documentation related thereto requested by Landlord.

Permitted Subleases and Assignments. Notwithstanding the foregoing foregoing, but subject to the provisions of this Article 23any other express conditions or limitations set forth herein, Landlord agrees that so long as (a) no default is then continuing beyond any applicable cure periodTenant may, (b) no circumstance shall have occurred which without Landlord’s consent, and consistent with the giving Permitted Use, sublease space at the Leased Property (including a removal or extension of noticean existing Sublease) in connection with the Permitted Use, provided any such proposed Sublease (i) provides for rental rates and terms comparable to existing local market rates and terms (taking into account the passage type and quality of time, or both would constitute a Default by Tenant, and (cthe tenant) the creditworthiness and liquidity factor of any entity into which Tenant shall merge are greater than or equal to the creditworthiness and liquidity factor of Tenant as of the date such Sublease is executed by Tenant (unless, in the case of execution of this Lease and a renewal Sublease, the rent payable during such entity’s tangible net worth renewal, or a formula or other method to compute such rent, is equal to or greater than Eighty-Five Million Dollars ($85,000,000provided for in the original Sublease), (ii) is an arm’s-length transaction with a bona fide, independent third party tenant, (iii) does not have a materially adverse effect on the provisions value of Sections 23.A.the Property taken as a whole, 23.B.(iv) is subject and subordinate to any first lien Mortgage and the tenant thereunder agrees to attorn to Landlord and any Mortgagee, 23.C.(v) does not contain any option, 23.D.(1) and 23.D.(2) shall not be applicable with regard offer, right of first refusal, or other similar right to an assignment of this Lease or a subletting of acquire all or any portion of the Premises to Tenant’s Affiliate (as hereinafter defined), so long as (1) Tenant originally named herein shall remain primarily liable under this Lease, notwithstanding any such assignment or subletting (unless Tenant has merged into such entity, in which case such surviving entity shall assume all of the obligations of Tenant under this Lease)Leased Property, (2vi) has a base term of less than fifteen (15) years including options to renew, (vii) has no other rent credits, free rents or further assignment or subletting to concessions granted thereunder other than an Affiliate shall be permitted without Landlord’s prior written consent and (3) those offered in the case of an assignment, the assignee executes an assignment and assumption agreement in Landlord’s then standard form with respect to the assumption by the assignee of all ordinary course of Tenant’s then existing business and future obligations under consistent with the past business practices of Tenant, and (viii) is written on Tenant’s standard form of lease. All proposed Subleases that cover permanent showroom space in excess of 2,000 square feet each and which do not satisfy the requirements set forth in this Lease. An “Affiliate” subsection shall be a person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Tenant, or which has succeeded subject to the ownership prior approval of Tenant or of substantially all of Landlord and its counsel, at Tenant’s assets expense; provided, however, Landlord’s consent shall be deemed granted if not disapproved by merger or consolidation. “Control” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person or entity, whether through ownership of voting securities, by contract, or otherwise. Notwithstanding the other provisions of this Section 23, Landlord in the event that Tenant is prevented from providing Landlord with prior notice of an assignment or other transfer of its interests under this Lease to an Affiliate as a result of laws and governmental regulations applicable to publicly traded companies prohibiting such disclosure, then, Tenant shall provide Landlord with written notice of such transfer as soon as reasonably practically thereafter, but in any event writing within ten five (105) business days following the occurrence of Landlord’s receipt of the sameproposed Lease in an envelope marked “LANDLORD’S RESPONSE IS REQUIRED WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF THE LEASE AGREEMENT” together with all other information and documentation related thereto requested by Landlord.