Common use of Reasonable Disapproval Clause in Contracts

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Landlord’s disapproval of any proposed Transfer pursuant to Subparagraph 24(e) will be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: (i) the proposed Transferee is a governmental entity; (ii) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (iii) the use of the Premises by the Transferee (A) is not permitted by the use provisions in Paragraph 8 hereof, (B) violates any exclusive use granted by Landlord to another tenant in the Building, or (C) otherwise poses a risk of increased liability to Landlord; (iv) the Transfer would likely result in a significant and inappropriate increase in the use of the parking areas or Project Common Areas by the Transferee’s employees or visitors, and/or significantly increase the demand upon utilities and services to be provided by Landlord to the Premises; (v) the Transferee does not have the financial capability to fulfill the obligations imposed by the Transfer and this Lease; (vi) the Transferee is not in Landlord’s reasonable opinion consistent with Landlord’s desired tenant mix; or (vii) the Transferee poses a business or other economic risk which Landlord reasonably deems unacceptable. Notwithstanding anything to the contrary contained in this Lease, it is expressly understood and agreed that no further subletting under any sublease shall be permitted under any circumstances, except in the event Landlord (with no obligation to do so) sub-subleases the Premises (or any portion thereof) from such sublessee. Any sublease to which Landlord consents shall expressly prohibit any such further subletting.

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Landlord’s disapproval of any proposed Transfer (other than a Permitted Transfer) pursuant to Subparagraph 24(eSection 14.3(a) will shall be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: (ia) the proposed Transfer would result in more than two subleases of portions of the Premises being in effect at any one time during the Term; (b) the net effective rent payable by the Transferee (adjusted on a rentable square foot basis) is less than the net effective rent then being quoted by Landlord for new leases in the Building for comparable size space for a comparable period of time; (c) the proposed Transferee is an existing tenant of the Project or is negotiating with Landlord (or has negotiated with Landlord in the last six (6) months) for space in the Project; (d) the proposed Transferee is a governmental entity; (iie) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (iiif) the use of the Premises by the Transferee (Ai) is not permitted by the use provisions in Paragraph 8 Section 6 hereof, or (Bii) violates any exclusive use granted by Landlord to another tenant in the Building, or (C) otherwise poses a risk of increased liability to Landlord; (ivg) the Transfer would likely result in a significant and inappropriate increase in the use of the parking areas or Project Common Areas by the Transferee’s employees or visitors, and/or significantly increase the demand upon utilities and services to be provided by Landlord to the Premises; (vh) in Landlord’s reasonable judgment, the Transferee does not have the financial capability to fulfill the obligations imposed by the Transfer and this LeaseTransfer; or (vii) the Transferee is not in Landlord’s reasonable opinion of reputable or good character or consistent with Landlord’s desired tenant mix; or (vii) the Transferee poses a business or other economic risk which Landlord reasonably deems unacceptable. Notwithstanding anything to the any contrary contained in provision of this Lease, it is expressly understood if Tenant or any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent to a proposed Transfer or otherwise has breached its obligations under this Section 14, Tenant’s and agreed that no further subletting under any sublease such Transferee’s only remedy shall be to seek a declaratory judgment and/or injunctive relief, and Tenant, on behalf of itself and, to the extent permitted under any circumstancesby law, except in such proposed Transferee waives all other remedies against Landlord, including, without limitation, the event Landlord (with no obligation right to do so) sub-subleases the Premises (seek monetary damages or any portion thereof) from such sublessee. Any sublease to which Landlord consents shall expressly prohibit any such further sublettingterminate this Lease.

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Landlord’s 's disapproval of any proposed Transfer pursuant to Subparagraph SUBPARAGRAPH 24(e) will be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: (i) if the Building is less than eighty percent (80%) occupied, if the net effective rent payable by the Transferee (adjusted on a rentable square foot basis) is less than the net effective rent then being quoted by Landlord for new leases in the Building for comparable size space for a comparable period of time; (ii) the proposed Transferee is a governmental entity; (iiiii) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (iiiiv) the use of the Premises by the Transferee (A) is not permitted by the use provisions in Paragraph PARAGRAPH 8 hereof, or (B) violates any exclusive use granted granted, by Landlord to another tenant in the Building, or (C) otherwise poses a risk of increased liability to Landlord; (ivv) the Transfer would likely result in a significant and inappropriate increase in the use of the parking areas or Project Development Common Areas by the Transferee’s 's employees or visitors, and/or significantly increase the demand upon utilities and services to be provided by Landlord to the Premises; (vvi) the Transferee does not have the financial capability to fulfill the obligations imposed by the Transfer transfer and this Lease; or (vivii) the Transferee is not in Landlord’s 's reasonable opinion consistent with Landlord’s 's desired tenant mix; or (vii) the Transferee poses a business or other economic risk which Landlord reasonably deems unacceptable. Notwithstanding anything to the contrary contained in this Lease, it is expressly understood and agreed that no further subletting under any sublease shall be permitted under any circumstances, except in In the event Landlord (with no obligation to do so) sub-subleases the Premises (withholds or conditions its consent and Tenant or any portion thereofproposed Transferee claims that Landlord has unreasonably withheld or delayed its consent under SUBPARAGRAPH 24(f) from such sublesseeor otherwise has breached or acted unreasonably under this PARAGRAPH 24, their sole remedies shall be a declaratory judgment and an injunction for the relief sought without any monetary damages, and Tenant hereby waives all other remedies on its own behalf and, to the extent permitted under all applicable laws, on behalf of the proposed Transferee. Any sublease to which Landlord consents shall expressly prohibit In any such further sublettingaction, each party shall bear its own attorneys' fees. Tenant shall indemnify, defend and hold harmless Landlord from any and all liability, losses, claims, damages, costs, expenses, causes of action and proceedings involving any third party or parties (including without limitation Tenant's proposed subtenant or assignee) who claim they were damaged by Landlord's wrongful withholding or conditioning of Landlord's consent.

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Landlord’s 's disapproval of any proposed Transfer pursuant to Subparagraph 24(e) will Section 11.3 shall be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: (i) the proposed Transfer would result in more than two subleases of portions of the Premises being in effect at any one time during the Term (other than subleases which do not require the prior approval of Landlord); (ii) the net effective rent payable by the Transferee (adjusted on a rentable square foot basis) is less than the net effective rent then being quoted by Landlord for new leases in the Building for comparable size space for a comparable period of time; (iii) the proposed Transferee is an existing tenant of the Building or is negotiating with Landlord; (iv) the proposed Transferee is a governmental entity; (iiv) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (iiivi) the use of the Premises by the Transferee (A) is not permitted by the use provisions in Paragraph 8 Article 10 hereof, or (B) violates any exclusive use granted by Landlord to another tenant in the Building, or Building (C) otherwise poses a risk of increased liability to Landlordthe extent such exclusive is disclosed to Tenant); (ivvii) the Transfer would likely result in a significant and inappropriate increase in the use of the parking areas or Project Common Areas by the Transferee’s 's employees or visitorsvisitor, and/or significantly increase the demand upon utilities and services to be provided by Landlord to the Premises; (vviii) the Transferee does not have the financial capability to fulfill the obligations imposed by the Transfer and this LeaseTransfer; (viix) the Transferee is not in Landlord’s 's reasonable opinion of reputable or good character or consistent with Landlord’s 's desired tenant mix; or (viix) the Transferee poses is a business real estate developer or other economic risk which Landlord reasonably deems unacceptable. Notwithstanding anything to the contrary contained in this Lease, it landlord or is expressly understood and agreed that no further subletting under any sublease shall be permitted under any circumstances, except in the event Landlord (with no obligation to do so) sub-subleases the Premises (acting directly or any portion thereof) from such sublessee. Any sublease to which Landlord consents shall expressly prohibit any such further sublettingindirectly on behalf of a real estate developer or landlord.

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Landlord’s 's disapproval of any proposed Transfer (other than a Permitted Transfer) pursuant to Subparagraph 24(eSection 14.3(a) will shall be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: (ia) the proposed Transfer would result in more than two subleases of portions of the Premises being in effect at any one time during the Term; (b) the net effective rent payable by the Transferee (adjusted on a rentable square foot basis) is less than the net effective rent then being quoted by Landlord for new leases in the Building for comparable size space for a comparable period of time; (c) the proposed Transferee is an existing tenant of the Project or is negotiating with Landlord (or has negotiated with Landlord in the last six (6) months) for space in the Project; (d) the proposed Transferee is a governmental entity; (iie) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (iiif) the use of the Premises by the Transferee (Ai) is not permitted by the use provisions in Paragraph 8 Section 6 hereof, or (Bii) violates any exclusive use granted by Landlord to another tenant in the Building, or (C) otherwise poses a risk of increased liability to Landlord; (ivg) the Transfer would likely result in a significant and inappropriate increase in the use of the parking areas or Project Common Areas by the Transferee’s employees or visitors, and/or significantly increase the demand upon utilities and services to be provided by Landlord to the Premises; (vh) the Transferee does not have the financial capability to fulfill the obligations imposed by the Transfer and this LeaseTransfer; or (vii) the Transferee is not in Landlord’s reasonable opinion of reputable or good character or consistent with Landlord’s desired tenant mix; or (vii) the Transferee poses a business or other economic risk which Landlord reasonably deems unacceptable. Notwithstanding anything to the any contrary contained in provision of this Lease, it is expressly understood if Tenant or any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent to a proposed Transfer or otherwise has breached its obligations under this Section 14, Tenant’s and agreed that no further subletting under any sublease such Transferee’s only remedy shall be to seek a declaratory judgment and/or injunctive relief, and Tenant, on behalf of itself and, to the extent permitted under any circumstancesby law, except in such proposed Transferee waives all other remedies against Landlord, including, without limitation, the event Landlord (with no obligation right to do so) sub-subleases the Premises (seek monetary damages or any portion thereof) from such sublessee. Any sublease to which Landlord consents shall expressly prohibit any such further sublettingterminate this Lease.

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Landlord’s 's disapproval of any proposed Transfer (other than a Permitted Transfer) pursuant to Subparagraph 24(eSection 14.3(a) will shall be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: (ia) the proposed Transfer would result in more than two subleases of portions of the Premises being in effect at any one time during the Term; (b) the proposed Transferee is an existing tenant of the Project or is negotiating with Landlord (or has submitted to Landlord or received from Landlord a written proposal to lease in the last six (6) months) for space in the Project; (c) the proposed Transferee is a governmental entity; (iid) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (iiie) the use of the Premises by the Transferee (A) is not permitted by the use provisions in Paragraph 8 Section 6 hereof, (B) violates any exclusive use granted by Landlord to another tenant in the Building, or (C) otherwise poses a risk of increased liability to Landlord; (ivf) the Transfer would likely result in a significant and inappropriate increase in the use of the parking areas or Project Common Areas by the Transferee’s 's employees or visitors, and/or significantly increase the demand upon utilities and services to be provided by Landlord to the Premises; (vg) the Transferee is not in Landlord's reasonable opinion of reputable or good character; or (h) the Transferee does not have the financial capability to fulfill the obligations imposed by the Transfer and this Lease; (vi) the Transferee is not in Landlord’s reasonable opinion consistent with Landlord’s desired tenant mix; or (vii) the Transferee poses a business or other economic risk which Landlord reasonably deems unacceptable. Notwithstanding anything to the any contrary contained in provision of this Lease, it is expressly understood if Tenant or any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent to a proposed Transfer or otherwise has breached its obligations under this Section 14, Tenant's and agreed that no further subletting under any sublease such Transferee's only remedy shall be to seek a declaratory judgment and/or injunctive relief, and Tenant, on behalf of itself and, to the extent permitted under by law, such proposed Transferee waives all other remedies against Landlord, including, without limitation, the right to seek monetary damages or to terminate this Lease except to the extent of any circumstances, except claim that such consent is withheld maliciously or in the event Landlord (with no obligation to do so) sub-subleases the Premises (or any portion thereof) from such sublessee. Any sublease to which Landlord consents shall expressly prohibit any such further sublettingbad faith.

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Landlord’s disapproval of any proposed Transfer pursuant to Subparagraph 24(eSection 14.2(a) will shall be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: (ia) the proposed Transfer would result in more than two subleases of portions of the Premises being in effect at any one time during the Term; (b) intentionally omitted; (c) the proposed Transferee is an existing tenant of the Project or is negotiating with Landlord (or has negotiated with Landlord in the last six (6) months) for space in the Project unless Landlord does not have space in the Project to accommodate such existing tenant; (d) the proposed Transferee is a governmental entity; (iie) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (iiif) the use of the Premises by the Transferee (Ai) is not permitted by the use provisions in Paragraph 8 Section 6 hereof, or (Bii) violates any exclusive use granted by Landlord to another tenant in the Building, or (C) otherwise poses a risk of increased liability to Landlord; (ivg) the Transfer would likely result in a significant and inappropriate increase in the use of the parking areas or Project Common Areas by the Transferee’s employees or visitors, and/or significantly increase the demand upon utilities and services to be provided by Landlord to the Premises; (vh) the Transferee does not have the financial capability to fulfill the obligations imposed by the Transfer and this LeaseTransfer; (vii) an Event of Default has occurred; (j) in the judgment of Landlord, such a Transfer would violate any term, condition, covenant, or agreement of Landlord involving the Project or any other tenant’s lease within the Project; or (k) the Transferee is not in Landlord’s reasonable opinion of reputable or good character or consistent with Landlord’s desired tenant mix; or (vii) the Transferee poses a business or other economic risk which Landlord reasonably deems unacceptable. Notwithstanding anything to the any contrary contained in provision of this Lease, it is expressly understood if Tenant or any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent to a proposed Transfer or otherwise has breached its obligations under this Section 14, Tenant’s and agreed that no further subletting under any sublease such Transferee’s only remedy shall be to seek a declaratory judgment and/or injunctive relief, and Tenant, on behalf of itself and, to the extent permitted under any circumstancesby law, except in such proposed Transferee waives all other remedies against Landlord, including, without limitation, the event Landlord (with no obligation right to do so) sub-subleases the Premises (seek monetary damages or any portion thereof) from such sublessee. Any sublease to which Landlord consents shall expressly prohibit any such further sublettingterminate this Lease.

Reasonable Disapproval. Landlord and Tenant hereby acknowledge ---------------------- that Landlord’s 's disapproval of any proposed Transfer pursuant to Subparagraph Subsection 24(e) will be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: : (i) the proposed Transferee is a governmental entity; (ii) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (iii) the use of the Premises by the Transferee (A) is not permitted by the use provisions in Paragraph Section 8 hereof, or (B) violates any exclusive use granted by Landlord to another tenant in the Building, or (C) otherwise poses a risk of increased liability to Landlord; (iv) the Transfer would likely result in a significant and inappropriate increase in the use of the parking areas or Project Common Areas by the Transferee’s 's employees or visitors, and/or significantly increase the demand upon utilities and services to be provided by Landlord to the Premises; Premises or (v) the Transferee does not have the financial capability to fulfill the obligations imposed by the Transfer and this Lease; (vi) the Transferee is not in Landlord’s reasonable opinion consistent with Landlord’s desired tenant mix; or (vii) the Transferee poses a business or other economic risk which Landlord reasonably deems unacceptable. Notwithstanding anything to the contrary contained in this Lease, it is expressly understood and agreed that no further subletting under any sublease shall be permitted under any circumstances, except in In the event Landlord (with no obligation to do so) sub-subleases the Premises (withholds or conditions its consent and Tenant or any portion thereofproposed Transferee claims that Landlord has unreasonably withheld or delayed its consent under Subsection 24(f) from such sublesseeor otherwise has breached or acted unreasonably under this Section 24, their sole remedies shall be a declaratory judgment and an injunction for the relief sought without any monetary damages, and Tenant hereby waives all other remedies on its own behalf and, to the extent permitted under all applicable laws, on behalf of the proposed Transferee. Any sublease to which Landlord consents shall expressly prohibit In any such further sublettingaction, each party shall bear its own attorneys' fees.

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Landlord’s 's disapproval of any proposed Transfer pursuant to Subparagraph 24(eSection 9.03(b) will be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: (i) if the net effective rent payable by the Transferee (adjusted on a rentable square foot basis) is less than the net effective rent then being quoted by Landlord for new leases in the Building for comparable size space for a comparable period of time, taking into consideration whether such proposed Transfer is an assignment or sublease, as applicable, the length of the remaining Term and the incentives given to the subtenant or assignee, as the case may be (i.e., improvements made to prepare the premises demised under the sublease or assignment, as applicable, for such subtenant's or assignee's occupancy and free rent); (ii) the proposed Transferee is a governmental entityGovernmental Entity, if the proposed Transferee is entitled, directly or indirectly, to diplomatic or sovereign immunity or shall not be subject to the service of process in, and the jurisdiction of, the courts of the State of California; (iiiii) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (iiiiv) the use of the Premises by the Transferee (A) is not permitted by the use provisions in Paragraph 8 Article V hereof, or (B) violates any exclusive use granted by Landlord to another tenant in the Building, Project or (C) otherwise poses a risk of increased liability to Landlordthe Facility; (ivv) the Transfer would likely result in an increase (other than to a significant and inappropriate increase de minimus extent) in the use of the parking areas Parking Facilities or Project Common Areas Area by the Transferee’s 's employees or visitors, and/or significantly increase (other than to a de minimis extent) the demand upon utilities and services to be provided by Landlord to the PremisesPremises or the Facility; (vvi) the Transferee is not a reputable person or entity or does not have the financial capability to fulfill the obligations imposed by the Transfer and this Lease; Lease (vi) the Transferee is or has not in Landlord’s furnished Landlord with reasonable opinion consistent with Landlord’s desired tenant mixproof thereof); or (vii) the proposed Transferee poses is engaged in a business or other economic risk activity, or the Premises or the relevant part thereof, will be used in a manner, which Landlord reasonably deems unacceptable. Notwithstanding anything is not in keeping with the then standards of the Building or the Facility; (viii) there shall be more than three (3) subtenants of the Premises; (ix) Tenant shall have advertised or publicized in any form of media the availability of the Premises without prior notice to and approval by Landlord, or if any such advertisement shall state the contrary contained in this Leasename (as distinguished from the address) of the Facility, the Building or the proposed rental; it is expressly being understood and agreed that no further subletting under Landlord's approval of any sublease such media advertisement shall not be unreasonably withheld or delayed provided that any such media advertisement shall be permitted under any circumstancesprepared in a first- class manner consistent with Landlord's professional standards; or (x) the form of the proposed sublease or instrument of assignment (A) shall not be in form reasonably satisfactory to Landlord, except in or (B) shall not comply with the event Landlord (with no obligation to do so) sub-subleases the Premises (or any portion thereof) from such sublessee. Any sublease to which Landlord consents shall expressly prohibit any such further sublettingapplicable provisions of this Article IX.

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Landlord’s 's disapproval of any proposed Transfer (other than a Permitted Transfer) pursuant to Subparagraph 24(eSection 14.3(a) will shall be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: (ia) the proposed Transfer would result in more than two subleases of portions of the Premises being in effect at any one time during the Term; (b) the net effective rent payable by the Transferee (adjusted on a rentable square foot basis) is less than the net effective rent then being quoted by Landlord for new leases in the Building for comparable size space for a comparable period of time (however, this factor may only be considered if Landlord has space at the Project that can satisfy such Transferee's space needs); (c) the proposed Transferee is a governmental entityan existing tenant of the Project (and Landlord has space at the Project that can satisfy such Transferee's space needs) or the proposed Transferee is negotiating with Landlord (or has negotiated with Landlord in the last two (2) months) for space in the Project; (iid) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (iiie) the use of the Premises by the Transferee (Ai) is not permitted by the use provisions in Paragraph 8 Section 6 hereof, or (Bii) violates any exclusive use granted by Landlord to another tenant in the Building, or (C) otherwise poses a risk of increased liability to Landlord; (ivf) the Transfer would likely result in a significant and inappropriate increase in the use of the parking areas or Project Common Areas by the Transferee’s 's employees or visitors, and/or significantly increase the demand upon utilities and services to be provided by Landlord to the Premises; (vg) the Transferee does not have the financial capability to fulfill the obligations imposed by the Transfer and this LeaseTransfer; or (vih) the Transferee is not in Landlord’s 's reasonable opinion of reputable or good character or consistent with Landlord’s desired Land▇▇▇▇'▇ ▇esired tenant mix; or (vii) the Transferee poses a business or other economic risk which Landlord reasonably deems unacceptable. Notwithstanding anything to the any contrary contained in provision of this Lease, it is expressly understood if Tenant or any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent to a proposed Transfer or otherwise has breached its obligations under this Section 14, Tenant's and agreed that no further subletting under any sublease such Transferee's only remedy shall be to seek a declaratory judgment and/or injunctive relief, and Tenant, on behalf of itself and, to the extent permitted under any circumstancesby law, except in such proposed Transferee waives all other remedies against Landlord, including, without limitation, the event Landlord (with no obligation right to do so) sub-subleases the Premises (seek monetary damages or any portion thereof) from such sublessee. Any sublease to which Landlord consents shall expressly prohibit any such further sublettingterminate this Lease.

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Landlord’s 's disapproval of any proposed Transfer pursuant to Subparagraph 24(eSection 9.03(b) will be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: (i) the proposed Transferee is a governmental entityGovernmental Entity, if the proposed Transferee is entitled, directly or indirectly, to diplomatic or sovereign immunity or shall not be subject to the service of process in, and the jurisdiction of, the courts of the State of California; (ii) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (iii) the use of the Premises by the Transferee (A) is not permitted by the use provisions in Paragraph 8 Article V hereof, or (B) violates any exclusive use granted by Landlord to another tenant in the BuildingProject or the Facility, it being understood that within ten (10) business days of receipt of Tenant's Transfer Notice, together with Tenant's specific written request for a written list of uses which would violate exclusives granted by Landlord to other tenants in the Project or (C) otherwise poses the Facility, Landlord shall provide Tenant with a risk written list of increased liability to Landlordsuch uses; (iv) the Transfer would likely result in a significant and inappropriate increase in the use of the parking areas or Project Common Areas by the Transferee’s employees or visitors, and/or significantly increase the demand upon utilities and services to be provided by Landlord to the Premises; (v) the Transferee does not have the financial capability to fulfill the obligations imposed by the Transfer and this LeaseLease (or has not furnished Landlord with reasonable proof thereof); (v) the proposed Transferee is engaged in a business or activity, or the Premises or the relevant part thereof, will be used in a manner, which is not in keeping with the then standards of the Building or the Facility; (vi) there shall be more than five (5) subtenants of the Transferee is not in Landlord’s reasonable opinion consistent with Landlord’s desired tenant mixPremises excluding Occupants (as hereinafter defined); or (vii) the Transferee poses a business form of the proposed sublease or other economic risk which Landlord instrument of assignment (A) shall not be in form reasonably deems unacceptable. Notwithstanding anything satisfactory to Landlord, or (B) shall not comply with the contrary contained in applicable provisions of this Lease, it is expressly understood and agreed that no further subletting under any sublease shall be permitted under any circumstances, except in the event Landlord (with no obligation to do so) sub-subleases the Premises (or any portion thereof) from such sublessee. Any sublease to which Landlord consents shall expressly prohibit any such further sublettingArticle IX.

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Landlord’s disapproval of any proposed Transfer pursuant to Subparagraph 24(eSection 14.3(a) will shall be deemed reasonably withheld withheld, conditioned or delayed if based upon any reasonable factor, including, without limitation, any or all of the following factors: (ia) the proposed Transfer would result in more than two subleases of portions of the Premises being in effect at any one time during the Term; (b) the proposed Transferee is an existing tenant of the Project or is negotiating with Landlord (or has negotiated with Landlord in the last six (6) months) for space in the Project; (c) the proposed Transferee is a governmental entity; (iid) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (iiie) the use of the Premises by the Transferee (A1) is not permitted by the use provisions in Paragraph 8 Section 6 hereof, or (B2) violates any exclusive use granted by Landlord to another tenant in the Building, or (C) otherwise poses a risk of increased liability to Landlord; (ivf) the Transfer would likely result in a significant and inappropriate increase in the use of the parking areas or Project Common Areas by the Transferee’s employees or visitors, and/or significantly increase the demand upon utilities and services to be provided by Landlord to the Premises; (vg) the Transferee does not have the financial capability to fulfill the obligations imposed by the Transfer and this LeaseTransfer; or (vih) the Transferee is not not, in Landlord’s reasonable opinion opinion, of reputable or good character or consistent with Landlord’s desired tenant mix; or (vii) the Transferee poses a business or other economic risk which Landlord reasonably deems unacceptable. Notwithstanding anything to the any contrary contained in provision of this Lease, it is expressly understood if Tenant or any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent to a proposed Transfer or otherwise has breached its obligations under this Section 14, Tenant’s and agreed that no further subletting under any sublease such Transferee’s only remedy shall be to seek a declaratory judgment and/or injunctive relief, and Tenant, on behalf of itself and, to the extent permitted under any circumstancesby law, except in such proposed Transferee, waives all other remedies against Landlord, including, without limitation, the event Landlord (with no obligation right to do so) sub-subleases the Premises (seek monetary damages or any portion thereof) from such sublessee. Any sublease to which Landlord consents shall expressly prohibit any such further sublettingterminate this Lease.

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Landlord’s disapproval of any proposed Transfer pursuant to Subparagraph 24(eSection 14.3(a) will shall be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: (ia) the proposed Transfer would result in more than two subleases of portions of the Premises being in effect at any one time during the Term; (b) the proposed Transferee is an existing tenant of the Project or is negotiating with Landlord (or has negotiated with Landlord in the last six (6) months) for space in the Project (and Landlord, in each such case, has space available for lease in the Building of comparable size); (c) the proposed Transferee is a governmental entity; (iid) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate means of ingress and egress; (iiie) the use of the Premises by the Transferee (A1) is not permitted by the use provisions in Paragraph 8 Section 6 hereof, or (B2) violates any exclusive use granted by Landlord to another tenant in the Building, or (C) otherwise poses a risk of increased liability to Landlord; (ivf) the Transfer would likely result in a significant and inappropriate increase in the use of the parking areas or Project Common Areas by the Transferee’s employees or visitors, and/or significantly increase the demand upon utilities and services to be provided by Landlord to the Premises; or (vg) the Transferee does not have the financial capability to fulfill the obligations imposed by the Transfer and this Lease; (vi) the Transferee is not in Landlord’s reasonable opinion consistent with Landlord’s desired tenant mix; or (vii) the Transferee poses a business or other economic risk which Landlord reasonably deems unacceptableTransfer. Notwithstanding anything to the any contrary contained in provision of this Lease, it is expressly understood if Tenant or any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent to a proposed Transfer or otherwise has breached its obligations under this Section 14, Tenant’s and agreed that no further subletting under any sublease such Transferee’s only remedy shall be to seek a declaratory judgment and/or injunctive relief, and Tenant, on behalf of itself and, to the extent permitted under any circumstancesby law, except in such proposed Transferee, waives all other remedies against Landlord, including, without limitation, the event Landlord (with no obligation right to do so) sub-subleases the Premises (seek monetary damages or any portion thereof) from such sublessee. Any sublease to which Landlord consents shall expressly prohibit any such further sublettingterminate this Lease.

Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Landlord’s disapproval of any proposed Transfer pursuant to Subparagraph 24(eSection 14.3(a) will shall be deemed reasonably withheld if based upon any reasonable factor, including, without limitation, any or all of the following factors: (ia) the proposed Transfer would result in more than two subleases of portions of the Premises being in effect at any one time during the Term; (b) the proposed Transferee is an existing tenant of the Project or is negotiating with Landlord (or has negotiated with Landlord in the last six (6) months) for space in the Project (and Landlord, in each such case, has space in the Project available for lease to such proposed Transferee); (c) the proposed Transferee is a governmental entity; (iid) the portion of the Premises to be sublet or assigned is irregular in shape with inadequate and unlawful means of ingress and egress; (iiie) the use of the Premises by the Transferee (A1) is not permitted by the use provisions in Paragraph 8 Section 6 hereof, or (B2) violates any exclusive use granted by Landlord to another tenant in the Building, or (C) otherwise poses a risk of increased liability to Landlord; (ivf) the Transfer would likely result in a significant and inappropriate increase in the use of the parking areas or Project Common Areas by the Transferee’s employees or visitors, and/or significantly increase the demand upon utilities and services to be provided by Landlord to the Premises; or (vg) the Transferee does not have the financial capability to fulfill the obligations imposed by the Transfer and this Lease; (vi) the Transferee is not in Landlord’s reasonable opinion consistent with Landlord’s desired tenant mix; or (vii) the Transferee poses a business or other economic risk which Landlord reasonably deems unacceptableTransfer. Notwithstanding anything to the any contrary contained in provision of this Lease, if Tenant or any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent to a proposed Transfer or otherwise has breached its obligations under this Section 14, Tenant’s and such Transferee’s only remedy shall, unless it is expressly understood determined by a court of competent jurisdiction that Landlord acted in bad faith, be to seek a declaratory judgment and/or injunctive relief, and agreed that no further subletting under any sublease shall be Tenant, on behalf of itself and, to the extent permitted under any circumstancesby law, except in such proposed Transferee, waives all other remedies against Landlord, including, without limitation, the event Landlord (with no obligation right to do so) sub-subleases the Premises (seek monetary damages or any portion thereof) from such sublessee. Any sublease to which Landlord consents shall expressly prohibit any such further sublettingterminate this Lease.