Profit Recapture. Tenant shall pay to Landlord as Additional Rent, a sum equal to 50% of (x) any Minimum Rent and Additional Rent or other consideration paid to Tenant by any assignee or subtenant which is in excess of the Minimum Rent and Additional Rent then being paid by Tenant to Landlord pursuant to the terms hereof, and (y) any other profit or gain realized by Tenant from any such assignment or subletting, after deducting in both such cases Tenant’s out-of-pocket reasonable (i) legal fees, marketing and advertising costs, brokerage commission, fees payable to Landlord under this Article 77, and architect’s fees directly incurred in connection with such sublease or assignment, (ii) work incurred in connection with preparing the Premises for occupancy by such sublessee or assignee, and (iii) any cash contributions (or so-called tenant improvement allowances) payable to subtenant, such expenses to be amortized over the term of the sublease (in the case of a sublease) or over the term of this Lease (in the case of an assignment where the consideration is not paid in a lump sum on the date of such assignment). If only a part of the Premises is sublet, then the rent paid therefore by Tenant to Landlord shall be equitably apportioned. The terms of this Paragraph F shall not apply to an assignment or subletting to a corporation or other entity into which Tenant shall be merged or consolidated (a “Successor Entity”), an entity which acquires all or substantially all of the assets, stock, or other equity interest of Tenant (an “Acquiring Entity”), or an entity which controls, is controlled by, or is under common control with Tenant (a “Related Entity”).
Profit Recapture. Landlord may also require, as a condition of its consent to any proposed assignment or sublease transaction, that Tenant (and its assignee or subtenant) pay to Landlord (a) in the case of a sublease, all rent (however denominated and paid) payable by the subtenant to Tenant in excess of that payable by Tenant to Landlord pursuant to the other provisions of this Lease and, (b) in the case of an assignment, all consideration given, directly or indirectly, by the assignee to Tenant in connection with such assignment and allocable to Tenant’s leasehold estate. For purposes of this clause, the term “rent” shall mean all consideration paid or given, directly or indirectly, for the use of the Premises or any portion thereof; as reduced by Tenant’s expenses actually incurred directly in connection with the sublease or assignment. The term “consideration” shall mean and include money, services, property and any other thing of value such as payment of costs, cancellation or indebtedness, discounts, rebates and the like. “Sublet” and “sublease” shall include a sublease as to which Tenant is sublessor and any sub-sublease or other sub-subtenancies, irrespective of the number of tenancies and tenency levels between the ultimate occupancy, and shall require on any sublease which it executes that Tenant receive and profit from all sub-subtenancies, irrespective of the Number of levels thereof. Any rent or other consideration which is to be passed through to Landlord by Tenant pursuant to this subsection shall be paid to Landlord promptly upon receipt by Tenant and shall be paid in cash, irrespective of the form in which received by Tenant from any subtenant or assignee. In the event that any rent or other consideration received by Tenant from a subtenant or assignee is in a form other than cash, Tenant shall pay to Landlord in cash the fair market value of such rent or other consideration.
