Common use of Reasonable Conditions Clause in Contracts

Reasonable Conditions. By way of example and without limitation, it shall be deemed to be reasonable under this Lease and under any Applicable Requirements for Landlord to withhold consent to any proposed Transfer where, in the good faith judgment of Landlord, one or more of the following apply (or where Landlord has not been provided with sufficient information to determine that none of the following apply): (a) the proposed Transferee fails to satisfy Landlord’s then current credit and other standards for tenants of the Building, or does not have the financial strength and stability to perform all of the obligations of the Tenant under this Lease (as they apply to the Subject Space) as and when they fall due; (b) the Transferee is of a character or reputation or is engaged in a business which is not consistent with the quality of the Building or the existing tenant mix; (c) the proposed use of the Premises would (i) be unlawful or inappropriate to the location and configuration of the Premises; (ii) cause Landlord to be in violation of another lease or agreement to which Landlord is a party, or would give an occupant of the Building a right to cancel its lease; (iii) increase insurance premiums applicable to the Building; (iv) materially increase the services or utilities to be provided to the Premises or otherwise materially increase the burden on Building Systems or the Common Areas; or (v) impair the reputation of the Building; (d) the Transferee is a governmental entity, or is entitled, directly or indirectly, to diplomatic or sovereign immunity, or is not subject to the service of process in, or the jurisdiction of the courts of, the State of California, or holds any exemption from the payment of ad valorem or other taxes which would prohibit Landlord from collecting from such Transferee any amounts otherwise payable under this Lease (each, a “

Reasonable Conditions. By way of example and without limitation, it shall be deemed to be reasonable under this Lease and under any Applicable Requirements for Landlord to withhold consent to any proposed Transfer where, in the good faith judgment of Landlord, one or more of the following apply (or where Landlord has not been provided with sufficient information to determine that none of the following apply): (a) the proposed Transferee fails to satisfy Landlord’s then current credit and other standards for tenants of the Building, or does not have the financial strength and stability to perform all of the obligations of the Tenant under this Lease (as they apply to the Subject Space) as and when they fall due; (b) the Transferee is of a character or reputation or is engaged in a business which is not consistent with the quality of the Building or the existing tenant mix; (c) the proposed use of the Premises would (i) be unlawful or inappropriate to the location and configuration of the Premises; (ii) cause Landlord to be in violation of another lease or agreement to which Landlord is a party, or would give an occupant of the Building a right to cancel its lease; (iii) increase insurance premiums applicable to the Building; (iv) materially increase the services or utilities to be provided to the Premises or otherwise materially increase the burden on Building Systems or the Common Areas; or (v) impair the reputation of the Building; (d) the Transferee is a governmental entity, or is entitled, directly or indirectly, to diplomatic or sovereign immunity, or is not subject to the service of process in, or the jurisdiction of the courts of, the State of California, or holds any exemption from the payment of ad valorem or other taxes which would prohibit Landlord from collecting from such Transferee any amounts otherwise payable under this Lease (each, a “otherwise

Reasonable Conditions. By way of example and without limitation, the parties hereby agree that it shall be deemed to be reasonable under this Lease and under any Applicable Requirements applicable Laws for Landlord to withhold consent to any proposed Transfer where, in the good good-faith judgment of Landlord, one or more of the following apply (or where Landlord has not been provided with sufficient information to determine that none of the following apply): ): (a) the The proposed Transferee fails to satisfy Landlord’s then current credit and other standards for tenants of the Building, or does not have the financial strength and stability to perform all of the obligations of the Tenant under this Lease (as they apply to the Subject Space) as and when they fall due; or (b) the The Transferee is of a character or reputation or is engaged in a business which is not consistent with the quality of the Building or the existing tenant mix; or (c) the The proposed use of the Premises by the proposed Transferee would (i) be unlawful or unlawful; (ii) be inappropriate to the location and configuration of the Premises; (iiiii) cause Landlord to be in violation of another lease or agreement to which Landlord is a party, or would give an occupant of the Building a right to cancel its lease; (iiiiv) likely cause an increase in insurance premiums for insurance policies applicable to the Building; (ivv) materially likely require new tenant improvements that Landlord would be entitled to disapprove pursuant to Article 9 hereof; (vi) likely cause an increase the in services or utilities to be provided to the Premises Premises; (vii) likely create any increased burden in the operation of the Building, or otherwise materially increase in the burden on Building Systems operation of any of its facilities or equipment; (viii) likely cause a change in the Building’s or the Common Areas; Premises’ use or occupancy classification, or (vix) likely impair the dignity, reputation or character of the Building; or (d) The proposed use of the Premises would result in the division of the Premises into more than one (1) tenant space; or (e) At the time of the proposed Transfer, an Event of Default shall have occurred hereunder, or an event shall have occurred that with notice, the passage of time, or both, would become an Event of Default; or (f) The proposed Transferee is a governmental entity, or is entitled, directly or indirectly, to diplomatic or sovereign immunity, or is not subject to the service of process in, or the jurisdiction of the courts of, the State of California, or holds any exemption from the payment of ad valorem or other taxes which would prohibit Landlord from collecting from such Transferee any amounts otherwise payable under this Lease Lease; or ActiveUS 172034323v.3 (eachg) Either the proposed Transferee, a “or any person or entity which directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, (i) occupies space in the Building at the time of the request for consent, (ii) is negotiating with Landlord to lease space in the Building at such time, or (iii) has negotiated with Landlord during the six (6)-month period immediately preceding Tenant’s request for consent; or (h) The proposed Transfer or the proposed Transferee fails to comply with any other conditions reasonably required by Landlord under the circumstances at such time in accordance with good business practices; or (i) The sublease rent charged by Tenant to such proposed Transferee during the term of such Transfer, is less than the fair market sublease rental value of the Subject Space as of the date of the proposed Transfer.

Reasonable Conditions. By way of example and without limitation, the parties hereby agree that it shall be deemed to be reasonable under this Lease and under any Applicable Requirements Laws for Landlord to withhold consent to any proposed Transfer where, in the good good-faith judgment of Landlord, one or more of the following apply (or where Landlord has not been provided with sufficient information to determine that none of the following apply): ): (aI) the The proposed Transferee fails to satisfy Landlord’s then current credit and other standards for tenants of the Building, or does not have the financial strength and stability to perform all of the obligations of the Tenant under this Lease (as they apply to the Subject Space) as and when they fall due; or (bII) the The Transferee is of a character or reputation or is engaged in a business which is not consistent with the quality of the Building or the existing tenant mixBuilding; or (cIII) the The proposed use of the Premises by the proposed Transferee would (i1) be unlawful or inappropriate to the location and configuration of the Premisesunlawful; (ii2) cause Landlord to be in violation of another lease or agreement to which Landlord is a party, or would give an occupant of the Building a right to cancel its lease; (iii3) cause an increase in insurance premiums for insurance policies applicable to the BuildingBuilding (unless Tenant is responsible for or agrees to pay the entire amount of such increase); (iv4) materially increase require new tenant improvements that Landlord would be entitled to disapprove pursuant to Paragraph 8 hereof; (5) create any increased burden in the services operation of the Building, or utilities to be provided to in the Premises operation of any of its facilities or otherwise materially increase the burden on Building Systems or the Common Areasequipment; or (v6) impair increase the reputation type or quantity of Hazardous Materials in the Building; or (dIV) The proposed use of the Premises would result in the division of any full floors of the Premises into more than one (1) tenant space (unless Tenant agrees in writing to restore the Premises at the expiration or early termination of the Lease Term to the condition existing prior to such division); or (V) At the time of the requested consent to the Transfer, an Event of Default shall have occurred hereunder; or (VI) The proposed Transferee is a governmental entity, or is entitled, directly or indirectly, to diplomatic or sovereign immunity, or is not subject to the service of process in, or the jurisdiction of the courts of, the State of California, or holds any exemption from the payment of ad valorem or other taxes which would prohibit Landlord from collecting from such Transferee any amounts otherwise payable under this Lease Lease; or (eachVII) Either the proposed Transferee, a “or any person or entity which directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, is negotiating with Landlord to lease space in the Building or any other Option Property at such time, as evidenced by the submission of written proposals to lease space in the Building or any other Option Property to or from such proposed transferee during the three (3) month period immediately preceding Tenant's request for consent.