Common use of Permitted Transfers to Affiliates Clause in Contracts

Permitted Transfers to Affiliates. Notwithstanding the foregoing provisions of this Article 14 to the contrary, the assignment or subletting by Tenant of all or any portion of this Lease or the Premises to (i) a parent or subsidiary of Tenant, or (ii) any person or entity which controls, is controlled by or under common control with Tenant, or (iii) any entity which purchases all or substantially all of the assets and/or stock of Tenant, or (iv) a successor to Tenant or any of the foregoing entities by purchase, merger, consolidation or reorganization (all such persons or entities described in (i), (ii), (iii) and (iv) being sometimes hereinafter referred to as "Affiliates") shall not be deemed a Transfer under this Article 14, and thus shall not be subject to the requirement of obtaining Landlord's consent thereto in Sections 14.1 and 14.2 above, or Landlord's right to receive any Transfer Premium pursuant to Section 14.3 above, or recapture right in Section 14.4 above, provided that: 14.7.1 any such Affiliate was not formed, and such transaction was not entered into, as a subterfuge to (i) avoid the obligations of this Article 14, or (ii) adversely affect the ability of Tenant to satisfy its obligations under this Lease; 14.7.2 Tenant gives Landlord notice of any such assignment or sublease to an Affiliate within ten (10) business days after the effective date of any such assignment or sublease; 14.7.3 the successor of Tenant and Tenant have as of the effective date of this Lease and/or the date of any such assignment or sublease a tangible net worth, in the aggregate, computed in accordance with generally accepted accounting principles (but excluding goodwill as an asset), which is sufficient to meet the obligations of Tenant under this Lease; 14.7.4 any such assignment or sublease shall be subject and subordinate to all of the terms and provisions of this Lease, and such assignee or sublessee shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord within ten (10) business days after the effective date of such assignment or sublease, all the obligations of Tenant under this Lease with respect to the Subject Space which is the subject of such Transfer (other than the amount of Base Rent and the applicable Tenant's Share of Excess Operating Expenses, Tax Expenses and Utilities Costs payable by Tenant with respect to a sublease); and 14.7.5 Tenant shall remain fully liable for all obligations to be performed by Tenant under this Lease. "Control", as used in this Section 14.7, shall mean the possession, direct or indirect, of the power to cause the direction of the management and policies of a person or entity, or ownership of any sort, whether through the ownership of voting securities, by contract or otherwise.

Permitted Transfers to Affiliates. Notwithstanding the foregoing provisions of this Article 14 to the contrary, the assignment or subletting by Tenant of all or any portion of this Lease or the Premises to (i) a parent or subsidiary of Tenant, or (ii) any person or entity which controls, is controlled by or under common control with Tenant, or (iii) any entity which purchases all or substantially all of the assets and/or stock of Tenant, or (iv) a successor to Tenant or any of the foregoing entities by purchase, merger, consolidation or reorganization (all such persons or entities described in (i), (ii), (iii) and (iv) being sometimes hereinafter referred to as "Affiliates") shall not be deemed a Transfer under this Article 14, and thus shall not be subject to the requirement of obtaining Landlord's consent thereto in Sections 14.1 and Section 14.2 above, or Landlord's right to receive any Transfer Premium pursuant to Section 14.3 above, or recapture right in Section 14.4 above, provided that: 14.7.1 any such Affiliate was not formed, and such transaction was not entered into, as a subterfuge to (i) avoid the obligations of this Article 14, or (ii) adversely affect the ability of Tenant to satisfy its obligations under this Lease; 14.7.2 Tenant gives Landlord at least five (5) business days' prior notice of any such assignment or sublease to an Affiliate within ten (10) business days after the effective date of any such assignment or subleaseAffiliate, unless Tenant is precluded from giving notice pursuant to confidentiality requirements, in which event Tenant shall give Landlord notice as soon as possible; 14.7.3 the successor of Tenant Txxxxx and Tenant have as of the effective date of this Lease and/or the date of any such assignment or sublease a tangible net worth, in the aggregate, computed in accordance with generally accepted accounting principles (but excluding goodwill as an asset), which is sufficient to meet the obligations of Tenant under this Lease; 14.7.4 any such assignment or sublease shall be subject and subordinate to all of the terms and provisions of this Lease, and such assignee or sublessee shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord within ten (10) business days after upon or prior to the effective date of such assignment or sublease, all the obligations of Tenant under this Lease with respect to the Subject Space which is the subject of such Transfer (other than the amount of Base Rent and the applicable Tenant's Share of Excess Operating Expenses, Tax Expenses and Utilities Costs payable by Tenant with respect to a sublease); and 14.7.5 Tenant shall remain fully liable for all obligations to be performed by Tenant under this Lease. "Control", as used in this Section 14.7, shall mean the possession, direct or indirect, of the power to cause the direction of the management and policies of a person or entity, or ownership of any sort, whether through the ownership of voting securities, by contract or otherwise.

Permitted Transfers to Affiliates. Notwithstanding the foregoing provisions The parties may Transfer their Joint Venture Interests as follows: (a) US WEST shall be entitled at any time to transfer all (but not less than all) of this Article 14 its Joint Venture Interest to the contrarya legal entity incorporated in an OECD Member Country, the assignment which is a subsidiary of US WEST, Inc. or subletting by Tenant its successor company and in which US WEST, Inc. or its successor company owns consolidated capital and voting interests of more than 50%; (b) UPC shall be entitled at any time to transfer all or any portion (but not less than all) of this Lease or the Premises its Joint Venture Interest to a legal entity incorporated in an OECD Member Country, which is either: (i) a parent or subsidiary of Tenant, or Philips in which Philips owns consolidated capital and voting interests of more than 50%; or (ii) any a subsidiary of UPC in which UPC owns consolidated capital and voting interests of more than 50 %, with respect to which no person owns a capital or entity which controls, is controlled by voting interest exceeding the consolidated capital or under common control with Tenant, or voting interest (iiias the case may be) any entity which purchases all or substantially all of the assets and/or stock of Tenant, or (iv) a successor to Tenant or any of the foregoing entities by purchase, merger, consolidation or reorganization (all such persons or entities described in (i), (ii), (iii) and (iv) being sometimes hereinafter referred to as "Affiliates") shall not be deemed a Transfer under this Article 14Philips therein, and thus shall not which would qualify as a subsidiary of Philips and United International Holdings, Inc. jointly; provided in every case that such Transfer may only be subject to the requirement of obtaining Landlord's consent thereto in Sections 14.1 and 14.2 above, or Landlord's right to receive any Transfer Premium pursuant to Section 14.3 above, or recapture right in Section 14.4 above, provided thatmade if: 14.7.1 any such Affiliate was not formed, and such transaction was not entered into, as (c) the transferee agrees to become a subterfuge party to this Agreement; (id) avoid the obligations of this Article 14, transferor or (ii) adversely affect its ultimate parent remains liable for financial compliance by the ability of Tenant to satisfy transferee with its obligations under this LeaseAgreement and all relevant other documents entered into pursuant hereto, unless the other party specifically consents to a release of the transferor in this respect; such release may not unreasonably be refused and must be granted if the transferee (or another entity) offers reasonably sufficient security and recourse; 14.7.2 Tenant gives Landlord notice of any such assignment or sublease to an Affiliate within ten (10e) business days after the effective date of any such assignment or sublease; 14.7.3 the successor of Tenant and Tenant have as of the effective date of this Lease and/or the date of any such assignment or sublease a tangible net worth, in the aggregate, computed in accordance with generally accepted accounting principles (but excluding goodwill as an asset), which transfer is sufficient to meet the obligations of Tenant under this Lease; 14.7.4 any such assignment or sublease shall be made subject and subordinate to all of the terms and provisions of this Lease, and such assignee or sublessee shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord within ten (10) business days after the effective date of such assignment or sublease, all the obligations of Tenant under this Lease with respect to the Subject Space which is condition (ontbindende voorwaarde) that the subject of such Transfer (other than transferee shall continue to satisfy the amount of Base Rent and the applicable Tenant's Share of Excess Operating Expenses, Tax Expenses and Utilities Costs payable by Tenant with respect to a sublease)conditions set forth in this Article 9.2; and 14.7.5 Tenant shall remain fully liable (f) the persons who will be nominated for all obligations appointment to one of the Group Boards by the transferee, will continue to be performed by Tenant under this Lease. "Control"employees or retained representatives of US WEST or UPC (as the case may be) and their respective affiliates, as used in this Section 14.7, shall mean except if otherwise agreed with the possession, direct or indirect, of the power to cause the direction of the management and policies of a person or entity, or ownership of any sort, whether through the ownership of voting securities, by contract or otherwiseother party.

Permitted Transfers to Affiliates. Notwithstanding the foregoing provisions of this Article 14 to the contrary, the assignment or subletting by Tenant of all or any portion of this Lease or the Premises to (i) a parent or subsidiary of Tenant, or (ii) any person or entity which controls, is controlled by or under common control with Tenant, or (iii) any entity which purchases all or substantially all of the assets and/or stock of Tenant, or (iv) a successor to Tenant or any of the foregoing entities by purchase, merger, consolidation or reorganization (all such persons or entities described in (i), (ii), (iii) and (iv) being sometimes hereinafter referred to as "Affiliates") shall not be deemed a Transfer under this Article 14, and thus shall not be subject to the requirement of obtaining Landlord's consent thereto in Sections 14.1 and Section 14.2 above, or Landlord's right to receive any Transfer Premium pursuant to Section 14.3 above, above or recapture right any fees described in the last sentence of Section 14.4 14.1 above, provided that: 14.7.1 any such Affiliate was not formed, and such transaction was not entered into, as a subterfuge to (i) avoid the obligations of this Article 14, or (ii) adversely affect the ability of Tenant to satisfy its obligations under this Lease; 14.7.2 Tenant gives Landlord at least five (5) business days' prior notice of any such assignment or sublease to an Affiliate within ten (10) business days Affiliate, provided that if Tenant is prohibited from providing such prior notice by applicable laws or any applicable confidentiality agreement, then Tenant shall provide notice to Landlord as soon as reasonably practicable after the effective date of any such assignment or sublease; 14.7.3 the successor of Tenant and Tenant have as of the effective date of this Lease and/or the date of any such assignment or sublease a tangible net worthworth and liquidity, in the aggregate, computed in accordance with generally accepted accounting principles (but excluding goodwill as an asset), which is sufficient to meet the obligations of Tenant under this Lease; 14.7.4 any such assignment or sublease shall be subject and subordinate to all of the terms and provisions of this Lease, and such assignee or sublessee shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord within ten (10) business days after upon or prior to the effective date of such assignment or sublease, all the obligations of Tenant under this Lease with respect to the Subject Space which is the subject of such Transfer (other than the amount of Base Rent and the applicable Tenant's Share of Excess Operating Expenses, Expenses and Tax Expenses and Utilities Costs payable by Tenant with respect to a sublease); and 14.7.5 Tenant shall remain fully liable for all obligations to be performed by Tenant under this Lease. "Control", as used in this Section 14.7, shall mean the possession, direct or indirect, of the power to cause the direction of the management and policies of a person or entity, or ownership of any sort, whether through the ownership of voting securities, by contract or otherwise.

Permitted Transfers to Affiliates. Notwithstanding the foregoing provisions of this Article 14 to the contrary, (i) the assignment or subletting by Tenant of all or any portion of this Lease or the Premises to (iA) a parent or subsidiary of Tenant, or (iiB) any person or entity which controls, is controlled by or under common control with Tenant, or (iiiC) any entity which purchases all or substantially all of the assets and/or stock of Tenant, or (ivD) a successor to Tenant or any of the foregoing entities by purchase, merger, consolidation or reorganization (all such persons or entities described in clauses (iA), (iiB), (iiiC) and (ivD) hereinabove being sometimes hereinafter referred to as "“Affiliates"”), or (ii) Tenant’s decision to enter into any of the transactions deemed an “assignment” pursuant to the provisions of Section 14.6 above (which is other than the dissolution of Tenant without immediate reconstitution thereof) with any such Affiliate, or (iii) any Transfer resulting from an initial public offering by Tenant shall not be deemed a Transfer under this Article 14, and thus shall not be subject to the requirement of obtaining Landlord's ’s consent thereto in Sections 14.1 and Section 14.2 above, or Landlord's ’s right to receive any Transfer Premium pursuant to Section 14.3 above, or recapture right in Section 14.4 above, provided that: 14.7.1 any such Affiliate was not formed, and such transaction was not entered into, as a subterfuge to (i) avoid the obligations of this Article 14, or (ii) adversely affect the ability of Tenant to satisfy its obligations under this Lease; 14.7.2 Tenant gives Landlord at least five (5) business days’ prior notice of any such assignment or sublease to an Affiliate within ten (10) business days after the effective date of any such assignment or subleaseAffiliate; 14.7.3 the successor of Tenant and Tenant have as of the effective date of this Lease and/or the date of any such assignment or sublease a tangible net worth, in the aggregate, computed in accordance with generally accepted accounting principles (but excluding goodwill as an asset), which is sufficient to meet the obligations of Tenant under this Lease; 14.7.4 any such assignment or sublease shall be subject and subordinate to all of the terms and provisions of this Lease, and such assignee or sublessee shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord within ten (10) business days after upon or prior to the effective date of such assignment or sublease, all the obligations of Tenant under this Lease with respect to the Subject Space which is the subject of such Transfer (other than the amount of Base Rent and the applicable Tenant's ’s Share of Excess Operating Expenses, Tax Expenses and Utilities Costs payable by Tenant with respect to a sublease); and 14.7.5 Tenant shall remain fully liable for all obligations to be performed by Tenant under this Lease. "“Control"”, as used in this Section 14.7, shall mean the possession, direct or indirect, of the power to cause the direction of the management and policies of a person or entity, or ownership of any sort, whether through the ownership of voting securities, by contract or otherwise.

Permitted Transfers to Affiliates. Notwithstanding the foregoing provisions of this Article 14 10 to the contrary, the assignment or subletting by Tenant of all or any portion of this Lease or the Premises to (ia) a parent or subsidiary of Tenant, or (iib) any person or entity which controls, is controlled by or under common control with Tenant, or (iiic) any entity which purchases all or substantially all of the assets and/or stock of Tenant, or (ivd) a successor to Tenant or any of the foregoing entities by purchase, merger, consolidation or reorganization (all such persons or entities described in (ia), (iib), (iiic) and (ivd) being sometimes hereinafter referred to as "“Affiliates"”) shall not be deemed a Transfer under this Article 1410, and thus shall not be subject to the requirement of obtaining Landlord's ’s consent thereto in Sections 14.1 and 14.2 aboveSection 10.1, or Landlord's ’s right to receive any Transfer Premium pursuant to Section 14.3 above, 10.2(a) or Landlord’s recapture right in pursuant to Section 14.4 10.3 above, provided that: 14.7.1 (i) any such Affiliate was not formed, and such transaction was not entered into, formed as a subterfuge to (iA) avoid the obligations of this Article 1410, or (iiB) adversely affect the ability of Tenant to satisfy its obligations under this Lease; 14.7.2 (ii) Tenant gives Landlord notice of any such assignment or sublease to an Affiliate within no later than ten (10) business days after the effective date of any such assignment or subleasesublease to an Affiliate has been executed; 14.7.3 (iii) the successor of Tenant and Tenant have as of the effective date of this Lease and/or the date of any such assignment or sublease a tangible net worth, in the aggregate, computed in accordance with generally accepted accounting principles (but excluding goodwill as an asset), which is sufficient to meet the obligations of Tenant under this Lease; 14.7.4 (iv) any such assignment or sublease shall be subject and subordinate to all of the terms and provisions of this Lease, and such assignee or sublessee shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord within ten (10) business days after upon or prior to the effective date of such assignment or sublease, all the obligations of Tenant under this Lease with respect to the Subject Space portion of the Premises which is the subject of such Transfer (other than the amount of Base Rent and the applicable Tenant's ’s Share of Excess the Building Allocated Operating Expenses, Tax Expenses and Utilities Costs payable by Tenant with respect to a sublease); and 14.7.5 (v) Tenant shall remain fully liable for all obligations to be performed by Tenant under this Lease, or if Tenant no longer exists because of a merger, consolidation, or acquisition, the surviving or acquiring Affiliate shall expressly assume in writing the obligations of Tenant hereunder. "“Control"”, as used in this Section 14.710.5, shall mean the possession, direct or indirect, of the power to or cause the direction of the management and policies of a person or entity, or ownership of any sort, whether through the ownership of voting securities, by contract or otherwise.

Permitted Transfers to Affiliates. Notwithstanding the foregoing provisions of this Article 14 to the contrary, the assignment or subletting by Tenant of all or any portion of this Lease or the Premises to (i) a parent or subsidiary of Tenant, or (ii) any person or entity which controls, is controlled by or under common control with Tenant, or (iii) any entity which purchases all or substantially all of the assets and/or stock of Tenant, or (iv) a successor to Tenant or any of the foregoing entities by purchase, merger, consolidation or reorganization (all such persons or entities described in (i), (ii), (iii) and (iv) being sometimes hereinafter referred to as "“Affiliates"”) shall not be deemed a Transfer under this Article 14, and thus shall not be subject to the requirement of obtaining Landlord's ’s consent thereto in Sections 14.1 and Section 14.2 above, or Landlord's ’s right to receive any Transfer Premium pursuant to Section 14.3 above, or recapture right in Section 14.4 above, provided that: 14.7.1 any such Affiliate was not formed, and such transaction was not entered into, as a subterfuge to (i) avoid the obligations of this Article 14, or (ii) adversely affect the ability of Tenant to satisfy its obligations under this Lease; 14.7.2 Tenant gives Landlord notice of any such assignment or sublease to an Affiliate prior to or within ten (10) business days after the effective date of any such assignment or sublease; 14.7.3 the successor of Tenant and Tenant have as of the effective date of this Lease and/or the date of any such assignment or sublease a tangible net worth, in the aggregate, computed in accordance with generally accepted accounting principles (but excluding goodwill as an asset), which is sufficient to meet the obligations of Tenant under this Lease; 14.7.4 any such assignment or sublease shall be subject and subordinate to all of the terms and provisions of this Lease, and such assignee or sublessee shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord within ten (10) business days after upon or prior to the effective date of such assignment or sublease, all the obligations of Tenant under this Lease with respect to the Subject Space which is the subject of such Transfer (other than the amount of Base Rent and the applicable Tenant's ’s Share of Excess Operating Expenses, Expenses and Tax Expenses and Utilities Costs payable by Tenant with respect to a sublease); and 14.7.5 Tenant shall remain fully liable for all obligations to be performed by Tenant under this Lease. "Control", as used in this Section 14.7, shall mean the possession, direct or indirect, of the power to cause the direction of the management and policies of a person or entity, or ownership of any sort, whether through the ownership of voting securities, by contract or otherwise.

Permitted Transfers to Affiliates. Notwithstanding the foregoing provisions of this Article 14 10 to the contrary, the assignment or subletting by Tenant of all or any portion of this Lease or the Premises to (ia) a parent or subsidiary of Tenant, or (iib) any person or entity which controls, is controlled by or under common control with Tenant, or (iiic) any entity which purchases all or substantially all of the assets and/or stock of Tenant, or (ivd) a successor to Tenant or any of the foregoing entities by purchase, merger, consolidation or reorganization (all such persons or entities described in (ia), (iib), (iiic) and (ivd) being sometimes hereinafter referred to as "“Affiliates"”) shall not be deemed a Transfer under this Article 1410, and thus shall not be subject to the requirement of obtaining Landlord's ’s consent thereto in Sections 14.1 and 14.2 aboveSection 10.1, or Landlord's ’s right to receive any Transfer Premium pursuant to Section 14.3 above, 10.2(a) or Landlord’s recapture right in pursuant to Section 14.4 10.3 above, provided that: 14.7.1 (i) any such Affiliate was not formed, and such transaction was not entered into, formed as a subterfuge to (iA) avoid the obligations of this Article 1410, or (iiB) adversely affect the ability of Tenant to satisfy its obligations under this Lease; 14.7.2 (ii) Tenant gives Landlord notice of any such assignment or sublease to an Affiliate within no later than ten (10) business days after the effective date of any such assignment or subleasesublease to an Affiliate has been executed; 14.7.3 (iii) the successor of Tenant and Tenant have as of the effective date of this Lease and/or the date of any such assignment or sublease a tangible net worth, in the aggregate, computed in accordance with generally accepted accounting principles (but excluding goodwill as an asset), which is sufficient to meet the obligations of Tenant under this Lease; 14.7.4 (iv) any such assignment or sublease shall be subject and subordinate to all of the terms and provisions of this Lease, and such assignee or sublessee shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord within ten (10) business days after upon or prior to the effective date of such assignment or sublease, all the obligations of Tenant under this Lease with respect to the Subject Space portion of the Premises which is the subject of such Transfer (other than the amount of Base Rent and the applicable Tenant's ’s Share of Excess the Building Allocated Operating Expenses, Tax Expenses and Utilities Costs payable by Tenant with respect to a sublease); and 14.7.5 (v) Tenant shall remain fully liable for all obligations to be performed by Tenant under this Lease. "Control", as used in this Section 14.7, shall mean the possession, direct or indirect, of the power to cause the direction of the management and policies if Tenant no longer exists because of a person or entitymerger, consolidation, or ownership acquisition, the surviving or acquiring Affiliate shall expressly assume in writing the obligations of any sort, whether through the ownership of voting securities, by contract or otherwiseTenant hereunder.