Common use of Restriction on Assignment and Subletting Clause in Contracts

Restriction on Assignment and Subletting. Tenant shall neither voluntarily nor by operation of law assign, sell, encumber, pledge, or otherwise transfer all or any part of Tenant's leasehold estate hereunder, or permit any other person (excepting Tenant's agents and employees) to occupy the Premises or any portion thereof, without Landlord's prior written consent which consent shall not be unreasonably withheld. Landlord's consent shall be based upon (i) a determination that the same type, class, nature, and quality of business, services, management and financial soundness of ownership shall exist after such assignment or subletting, and (ii) that each and every covenant, condition, and obligation imposed upon Tenant by this Lease and each and every right, remedy and benefit afforded Landlord by this Lease and the underlying purpose of this Lease is not thereby materially impaired or diminished. The reasonable determination by Landlord as to whether consent will be granted in any specific instance may be based on, without limitation, the following factors: (i) whether the transferee's use of the Premises will be compatible with the provisions of the Lease and the operation of the Project as a whole; (ii) the extent to which the transferee will compete with other existing tenants of the Project; (iii) the financial capacity of the transferee (taking into account Tenant's continuing financial capacity to pay all of its obligations under this Lease); (iv) the business reputation of the transferee; (v) the transferee's intended use of the common areas and facilities; (vi) the quality of the business operations of the transferee; (vii) the business experience of the proposed transferee; and (viii) whether the transferees business is likely to increase the risk of waste disposal or other environmental problems; and (ix) whether the intended transferee is currently a tenant in the Project or is currently negotiating with Landlord for the occupancy of other space within the Project. This list of factors is not intended to be exclusive, and Landlord may rely on such other reasonable bases for judgment as may apply from time to time. Landlord shall not at any time be required to consent to any assignment, subletting, or other transfer to any party who is or was immediately prior to the transfer a tenant in the Project. Consent by Landlord to one or more assignments of this Lease or to one or more sublettings of the Premises shall not constitute a waiver of Landlord's right to require consent to any future assignment, subletting, or other transfer. Tenant shall reimburse Landlord for Landlord's reasonable costs and attorney's fee incurred in conjunction with the processing and documentation of any required consent to assignment, subletting, transfer, change of ownership, or hypothecation of this Lease or Tenant's interest in and to the Premises not to exceed Two Thousand Five Hundred Dollars ($2,500), as adjusted by increases in the Consumer Price Index over the Term.

Restriction on Assignment and Subletting. Tenant Sublessee shall neither voluntarily nor by operation of law not assign, sell---------------------------------------- sublease, encumber, pledge, transfer or otherwise transfer all encumber this Sublease or any part interest therein or grant any license, concession or other right of Tenant's leasehold estate hereunder, or permit any other person (excepting Tenant's agents and employees) to occupy occupancy of the Sublease Premises or any portion thereof, thereof or otherwise permit the use of the Sublease Premises or any portion thereof by any party other than Sublessee (any of which events is hereinafter called a "Transfer") without Landlord's the prior written consent of the Master Lessor pursuant to Section 14 of the Master Lease and the Sublessor, which consent of Sublessor shall not be unreasonably withheldwithheld or delayed. LandlordSublessor's consent shall be based upon considered reasonably withheld if (i) a determination that the same type, class, nature, and quality of business, services, management and financial soundness of ownership shall exist after proposed transferee is determined by Sublessor to not be financially sound applying generally accepted accounting principles in making such assignment or subletting, and (ii) that each and every covenant, condition, and obligation imposed upon Tenant by this Lease and each and every right, remedy and benefit afforded Landlord by this Lease and the underlying purpose of this Lease is not thereby materially impaired or diminished. The reasonable determination by Landlord as to whether consent will be granted in any specific instance may be based on, without limitation, the following factors: (i) whether the transferee's use of the Premises will be compatible with the provisions of the Lease and the operation of the Project as a wholedetermination; (ii) Sublessee is, either at the extent to which the transferee will compete with other existing tenants time of the Projectrequest or as of the effective date of the proposed Transfer, in default hereunder; or (iii) the financial capacity any portion of the transferee (taking into account Tenant's continuing financial capacity Sublease Premises would become subject to pay all of its obligations under this Lease); (iv) the business reputation of the transferee; (v) the transferee's intended use of the common areas and facilities; (vi) the quality of the business operations of the transferee; (vii) the business experience additional or different governmental laws or regulations as a consequence of the proposed Transfer and/or the proposed transferee; 's use and (viii) whether the transferees business is likely to increase the risk of waste disposal or other environmental problems; and (ix) whether the intended transferee is currently a tenant in the Project or is currently negotiating with Landlord for the occupancy of other space within the ProjectSublease Premises and/or which impose significant financial burden on Sublessor as a result thereof. This list of factors Sublessee acknowledges that the foregoing is not intended to be exclusive, and Landlord an exclusive list of the reasons for which Sublessor may rely on such other reasonable bases for judgment as may apply from time to time. Landlord shall not at any time be required to reasonably withhold its consent to any assignment, subletting, or other transfer to any party who is or was immediately prior to the transfer a tenant in the Project. Consent by Landlord to one or more assignments of this Lease or to one or more sublettings of the Premises shall not constitute a waiver of Landlord's right to require consent to any future assignment, subletting, or other transfer. Tenant shall reimburse Landlord for Landlord's reasonable costs and attorney's fee incurred in conjunction with the processing and documentation of any required consent to assignment, subletting, transfer, change of ownership, or hypothecation of this Lease or Tenant's interest in and to the Premises not to exceed Two Thousand Five Hundred Dollars ($2,500), as adjusted by increases in the Consumer Price Index over the Termproposed Transfer.

Restriction on Assignment and Subletting. Tenant acknowledges that Landlord has entered into this Lease because of Tenant's financial strength, goodwill, ability and expertise and that, accordingly, this Lease is personal to Tenant. Tenant agrees for itself and for its successors and assigns in interest hereunder that it shall neither voluntarily nor by operation of law not assign, selltransfer, encumber, pledgemortgage, or otherwise transfer encumber all or any part of Tenant's leasehold estate hereunderthis Lease, or sublet, rent, or permit occupancy or use of all or any other person (excepting Tenant's agents and employees) to occupy part of the Premises or any portion thereof(each of which is referred to for purposes of this Section as a "Transfer"), without obtaining Landlord's prior written consent consent, which consent shall not be unreasonably withheld. In addition, no Transfer of this Lease or the right of occupancy hereunder may be affected by operation of Law, including, but not limited to, sale of a majority of outstanding stock in Tenant or a majority' partnership interest in Tenant, as the case may be, or in any manner other than with Landlord's prior written consent, which consent shall not be unreasonably withheld. No Transfer, regardless of Neither Landlord's consent has been granted or withheld, shall be based upon (i) a determination that desired to release Tenant from any of its obligations hereunder. If any Transfer occurs, Tenant shall remain fully and primarily liable to perform all the same typeterms, class, nature, covenants and quality of business, services, management and financial soundness of ownership shall exist after such assignment or subletting, and (ii) that each and every covenant, condition, and obligation imposed upon Tenant by this Lease and each and every right, remedy and benefit afforded Landlord by this Lease and the underlying purpose conditions of this Lease is not thereby materially impaired or diminished. The reasonable determination by Landlord as to whether consent will be granted in any specific instance may be based onLease, including, without limitation, the following factors: (i) whether covenant of Tenant to pay Base Rent and Additional Rent to Landlord. Before the transferee's use commencement date of the Premises will be compatible sublease or assignment following any Transfer, Tenant shall provide Landlord with the provisions of the Lease a duplicate original sublease, duly executed by Tenant and the operation Subtenant, or instrument of assignment duly executed by Tenant and the Project as a whole; (ii) the extent assignee in which such assignee shall agree to which the transferee will compete with other existing tenants assume, observe, perform, and to be personally bound by, all of the Project; (iii) the financial capacity of the transferee (taking into account Tenant's continuing financial capacity to pay all of its obligations under this Lease); (iv) Lease and Tenant shall agree therein to remain primarily and fully liable for such obligations. Any consent granted shall not be construed to relieve Tenant from the business reputation obligation to obtain Landlord's written consent to any further Transfer. If Landlord consents to a Transfer and accepts the payment of rent or the performance and observance of any of the transferee; (v) the transferee's intended use terms and conditions of this Lease from any Transferee such acceptance shall not be construed as waiving or releasing Tenant from liability hereunder to pay rent or to perform and observe any of the common areas terms and facilities; (vi) the quality conditions of the business operations of the transferee; (vii) the business experience of the proposed transferee; and (viii) whether the transferees business this Lease. Any person to whom any Transfer is likely to increase the risk of waste disposal attempted without Landlord's prior written consent shall have no claim, right or other environmental problems; and (ix) whether the intended transferee is currently a tenant in the Project or is currently negotiating with Landlord for the occupancy of other space within the Project. This list of factors is not intended to be exclusiveremedy whatsoever against Landlord, and Landlord may rely on such other reasonable bases for judgment as may apply from time shall have no duty to time. Landlord shall not at recognize any time be required to consent to any assignment, subletting, person or other transfer to any party who is entity claiming under or was immediately prior to through the transfer a tenant in the Project. Consent by Landlord to one or more assignments of this Lease or to one or more sublettings of the Premises shall not constitute a waiver of Landlord's right to require consent to any future assignment, subletting, or other transfer. Tenant shall reimburse Landlord for Landlord's reasonable costs and attorney's fee incurred in conjunction with the processing and documentation of any required consent to assignment, subletting, transfer, change of ownership, or hypothecation of this Lease or Tenant's interest in and to the Premises not to exceed Two Thousand Five Hundred Dollars ($2,500), as adjusted by increases in the Consumer Price Index over the Termsame.

Restriction on Assignment and Subletting. Tenant Sublessee shall neither voluntarily nor by operation of law not ---------------------------------------- assign, sellsublease, encumber, pledge, transfer or otherwise transfer all encumber this Sublease or any part interest therein or grant any license, concession or other right of Tenant's leasehold estate hereunder, or permit any other person (excepting Tenant's agents and employees) to occupy occupancy of the Sublease Premises or any portion thereof, thereof or otherwise permit the use of the Sublease Premises or any portion thereof by any party other than Sublessee (any of which events is hereinafter called a "Transfer") without Landlord's the prior written consent of the Master Lessor pursuant to Section 14 of the Master Lease and the Sublessor, which consent of Sublessor shall not be unreasonably withheldwithheld or delayed. LandlordSublessor's consent shall be based upon considered reasonably withheld if (i) a determination that the same type, class, nature, and quality of business, services, management and financial soundness of ownership shall exist after proposed transferee is determined by Sublessor to not be financially sound applying generally accepted accounting principles in making such assignment or subletting, and determination; (ii) Sublessee is in default; or (iii) any portion of the Sublease Premises would become subject to additional or different governmental laws or regulations as a consequence of the proposed Transfer and/or the proposed transferee's use and occupancy of the Sublease Premises and or which impose significant financial burden on Sublessor as a result thereof. Sublessee acknowledges that each and every covenant, condition, and obligation imposed upon Tenant by this Lease and each and every right, remedy and benefit afforded Landlord by this Lease and the underlying purpose foregoing is not intended to be an exclusive list of the reasons for which Sublessor may reasonably withhold its consent to a proposed Transfer. Any attempted Transfer in violation of the terms of this Lease is Paragraph 9 shall, at Sublessor's option, be void. Consent by Sublessor to one or more Transfers shall not thereby materially impaired or diminished. The reasonable determination by Landlord operate as a waiver of Sublessor's rights as to whether consent will any subsequent Transfers. Notwithstanding the foregoing, Sublessee shall be granted permitted the rights of assignment or subletting described in any specific instance may be based on, without limitation, Section 14.1E of the following factors: Master Lease provided that (i) whether Sublessee gives written notice to Sublessor at least thirty (30) days prior to such proposed transfer together with such information as shall establish that the transferee's use of proposed Transfer qualifies for the Premises will be compatible with the provisions of the Lease and the operation of the Project as a wholeexemption set forth in Section 14.1E; (ii) the extent proposed transferee delivers to which Sublessor concurrent with any such assignment or subletting an assumption agreement whereby the proposed transferee will compete with other existing tenants assumes and agrees to perform, observe and abide by the terms, conditions, obligations and provisions of the ProjectSublease; and (iii) the financial capacity of the transferee (taking into account Tenant's continuing financial capacity to pay all of its obligations under this Lease); (iv) the business reputation of the transferee; (v) the transferee's intended use of the common areas and facilities; (vi) the quality of the business operations of the transferee; (vii) the business experience of the proposed transferee; and (viii) whether the transferees business is likely to increase the risk of waste disposal or other environmental problems; and (ix) whether the intended transferee is currently a tenant in the Project or is currently negotiating with Landlord for case of a proposed Transfer to an affiliate, the occupancy of other space within the Project. This list of factors entity status is not intended established as a subterfuge in an attempt to be exclusive, and Landlord may rely on such other reasonable bases for judgment as may apply from time to time. Landlord shall not at any time be required to consent to any assignment, subletting, or other transfer to any party who is or was immediately prior to avoid the transfer a tenant in the Project. Consent by Landlord to one or more assignments provisions of this Lease or to one or more sublettings of the Premises shall not constitute a waiver of Landlord's right to require consent to any future assignment, Sublease respecting assignment and subletting, or other transfer. Tenant shall reimburse Landlord for Landlord's reasonable costs and attorney's fee incurred in conjunction with the processing and documentation of any required consent to assignment, subletting, transfer, change of ownership, or hypothecation of this Lease or Tenant's interest in and to the Premises not to exceed Two Thousand Five Hundred Dollars ($2,500), as adjusted by increases in the Consumer Price Index over the Term.

Restriction on Assignment and Subletting. Tenant shall neither voluntarily nor by operation of law assign, sell, encumber, pledge, or otherwise transfer all or any part of Tenant's ’s leasehold estate hereunder, or permit any other person (excepting Tenant's ’s agents and employees) to occupy the Premises or any portion thereof, without Landlord's ’s prior written consent which consent shall not be unreasonably withheld. Any assignment or other transfer or subletting proposed by Tenant shall be subject in each instance to the recapture option of Landlord set forth in Paragraph 14.3 below. Landlord's ’s consent shall be based upon (i) a determination that the same type, class, nature, and quality of business, services, management and financial soundness of ownership shall exist after such assignment or subletting, and (ii) that each and every covenant, condition, and obligation imposed upon Tenant by this Lease and each and every right, remedy and benefit afforded Landlord by this Lease and the underlying purpose of this Lease is not thereby materially impaired or diminished. The reasonable determination by Landlord as to whether consent will be granted in any specific instance may be based on, without limitation, the following factors: (ia) whether the transferee's ’s use of the Premises will be compatible with the provisions of the Lease and the operation of the Project as a whole; (ii) the extent to which the transferee will compete with other existing tenants of the Project; (iiib) the financial capacity of the transferee (taking into account Tenant's continuing financial capacity to pay all of its obligations under this Lease)transferee; (ivc) the business reputation of the transferee; (vd) the transferee's ’s intended use of the common areas and facilities; (vie) the quality of the business operations of the transferee; (viif) the business experience of the proposed transferee; and (viiig) whether the transferees business is likely to increase the risk of waste disposal or other environmental problems; and (ixh) whether the intended transferee is currently a tenant in the Project or is currently negotiating with Landlord for the occupancy of other space within the Project. This list of factors is not intended to be exclusive, and Landlord may rely on such other reasonable bases for judgment as may apply from time to time. Landlord shall not at any time be required to consent to any assignment, subletting, or other transfer to any party who is or was immediately prior to the transfer a tenant in the Project. Consent by Landlord to one or more assignments of this Lease or to one or more sublettings of the Premises shall not constitute a waiver of Landlord's ’s right to require consent to any future assignment, subletting, or other transfer. If Tenant is a corporation, unincorporated association, partnership, or limited liability company, the transfer, assignment, or hypothecation of any stock or interest in such corporation, association or partnership in the aggregate in excess of forty-nine percent (49%) of all outstanding stock or interests, or liquidation thereof, shall be deemed an assignment within the meaning and provisions of this paragraph. The foregoing sentence shall not apply to any corporation or partnership which is a reporting company under the Securities Exchange Act of 1934; Landlord and Tenant acknowledge that Tenant currently is such a reporting company. Tenant shall reimburse Landlord for Landlord's ’s reasonable costs and attorney's ’s fee incurred in conjunction with the processing and documentation of any required consent to assignment, subletting, transfer, change of ownership, or hypothecation of this Lease or Tenant's ’s interest in and to the Premises not to exceed Two Thousand Five Hundred Dollars ($2,500), as adjusted by increases in the Consumer Price Index over the TermPremises.