Common use of Restriction on Assignment and Subletting Clause in Contracts

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 not assign, transfer, mortgage, or otherwise encumber all or any part of this Lease, or sublet, rent, or permit occupancy or use of all or any part of the Premises (each of which is referred to for purposes of this Section as a "Transfer"), without obtaining Landlord's prior written 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 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 terms, covenants and conditions of this Lease, including, without limitation, the covenant of Tenant to pay Base Rent and Additional Rent to Landlord. Before the commencement date of the sublease or assignment following any Transfer, Tenant shall provide Landlord with a duplicate original sublease, duly executed by Tenant and the Subtenant, or instrument of assignment duly executed by Tenant and the assignee in which such assignee shall agree to assume, observe, perform, and to be personally bound by, all of Tenant's obligations under this 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 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 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 terms and conditions of this Lease. Any person to whom any Transfer is attempted without Landlord's prior written consent shall have no claim, right or remedy whatsoever against Landlord, and Landlord shall have no duty to recognize any person or entity claiming under or through the same.

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 Sublessee shall not ---------------------------------------- assign, transfersublease, mortgagetransfer or encumber this Sublease or any interest therein or grant any license, concession or other right of occupancy of the Sublease Premises or any portion thereof or otherwise encumber all permit the use of the Sublease Premises or any part of this Lease, or sublet, rent, or permit occupancy or use of all or portion thereof by any part of the Premises party other than Sublessee (each any of which events is referred to for purposes of this Section as hereinafter called a "Transfer"), ) without obtaining Landlord's the prior written consentconsent 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. In addition, no Sublessor's consent shall be considered reasonably withheld if (i) the proposed transferee is determined by Sublessor to not be financially sound applying generally accepted accounting principles in making such 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 the 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 Paragraph 9 shall, at Sublessor's option, be void. Consent by Sublessor to one 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 more Transfers shall not be unreasonably withheldoperate as a waiver of Sublessor's rights as to any subsequent Transfers. No TransferNotwithstanding the foregoing, regardless of Neither Landlord's consent has been granted or withheld, Sublessee shall be desired permitted the rights of assignment or subletting described in Section 14.1E of the Master Lease provided that (i) Sublessee gives written notice to release Tenant from Sublessor at least thirty (30) days prior to such proposed transfer together with such information as shall establish that the proposed Transfer qualifies for the exemption set forth in Section 14.1E; (ii) the proposed transferee delivers to Sublessor concurrent with any of its obligations hereunder. If any Transfer occurssuch assignment or subletting an assumption agreement whereby the proposed transferee assumes and agrees to perform, Tenant shall remain fully observe and primarily liable to perform all abide by the terms, covenants conditions, obligations and conditions provisions of the Sublease; and (iii) in the case of a proposed Transfer to an affiliate, the entity status is not established as a subterfuge in an attempt to avoid the provisions of this Lease, including, without limitation, the covenant of Tenant to pay Base Rent Sublease respecting assignment and Additional Rent to Landlord. Before the commencement date of the sublease or assignment following any Transfer, Tenant shall provide Landlord with a duplicate original sublease, duly executed by Tenant and the Subtenant, or instrument of assignment duly executed by Tenant and the assignee in which such assignee shall agree to assume, observe, perform, and to be personally bound by, all of Tenant's obligations under this 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 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 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 terms and conditions of this Lease. Any person to whom any Transfer is attempted without Landlord's prior written consent shall have no claim, right or remedy whatsoever against Landlord, and Landlord shall have no duty to recognize any person or entity claiming under or through the samesubletting.

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 Sublessee shall not assign, transfer---------------------------------------- sublease, mortgagetransfer or encumber this Sublease or any interest therein or grant any license, concession or other right of occupancy of the Sublease Premises or any portion thereof or otherwise encumber all permit the use of the Sublease Premises or any part of this Lease, or sublet, rent, or permit occupancy or use of all or portion thereof by any part of the Premises party other than Sublessee (each any of which events is referred to for purposes of this Section as hereinafter called a "Transfer"), ) without obtaining Landlord's the prior written consentconsent 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. 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 LandlordSublessor's prior written consent, which consent shall be considered reasonably withheld if (i) the proposed transferee is determined by Sublessor to not be unreasonably withheld. No Transferfinancially sound applying generally accepted accounting principles in making such determination; (ii) Sublessee is, regardless either at the time of Neither Landlord's consent has been granted the request or withheld, shall be desired to release Tenant from any as of its obligations hereunder. If any Transfer occurs, Tenant shall remain fully and primarily liable to perform all the terms, covenants and conditions of this Lease, including, without limitation, the covenant of Tenant to pay Base Rent and Additional Rent to Landlord. Before the commencement effective date of the sublease or assignment following any proposed Transfer, Tenant shall provide Landlord with in default hereunder; or (iii) any portion of the Sublease Premises would become subject to additional or different governmental laws or regulations as a duplicate original sublease, duly executed by Tenant consequence of the proposed Transfer and/or the proposed transferee's use and occupancy of the Subtenant, or instrument of assignment duly executed by Tenant and Sublease Premises and/or which impose significant financial burden on Sublessor as a result thereof. Sublessee acknowledges that the assignee in which such assignee shall agree to assume, observe, perform, and foregoing is not intended to be personally bound by, all an exclusive list of Tenant's obligations under this Lease and Tenant shall agree therein to remain primarily and fully liable the reasons for such obligations. Any consent granted shall not be construed to relieve Tenant from the obligation to obtain Landlord's written which Sublessor may reasonably withhold its consent to any further a proposed Transfer. If Landlord consents to a Transfer and accepts the payment of rent or the performance and observance of any of the 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 terms and conditions of this Lease. Any person to whom any Transfer is attempted without Landlord's prior written consent shall have no claim, right or remedy whatsoever against Landlord, and Landlord shall have no duty to recognize any person or entity claiming under or through the same.

Restriction on Assignment and Subletting. Tenant acknowledges that Landlord has entered into this Lease because shall neither voluntarily nor by operation 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 not law assign, transfersell, mortgageencumber, pledge, or otherwise encumber transfer all or any part of this Lease, or sublet, rentTenant’s leasehold estate hereunder, or permit occupancy or use of all any other person (excepting Tenant’s agents and employees) to occupy the Premises or any part of the Premises (each of which is referred to for purposes of this Section as a "Transfer")portion thereof, without obtaining Landlord's ’s prior written consent, consent which consent shall not be unreasonably withheld. In additionAny 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 consent shall be based upon (i) a determination that the same type, no Transfer 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 impaired or the right of occupancy hereunder diminished. The reasonable determination by Landlord as to whether consent will be granted in any specific instance 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 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 terms, covenants and conditions of this Lease, includingbased on, without limitation, the covenant of Tenant to pay Base Rent and Additional Rent to Landlord. Before following factors: (a) whether the commencement date transferee’s use of the sublease or assignment following any Transfer, Tenant shall provide Landlord Premises will be compatible with a duplicate original sublease, duly executed by Tenant the provisions of the Lease and the Subtenant, operation of the Project as a whole; (b) the financial capacity of the transferee; (c) the business reputation of the transferee; (d) the transferee’s intended use of the common areas and facilities; (e) the quality of the business operations of the transferee; (f) the business experience of the proposed transferee; (g) whether the transferees business is likely to increase the risk of waste disposal or instrument other environmental problems; and (h) whether the intended transferee is currently a tenant in the Project or is currently negotiating with Landlord for the occupancy of assignment duly executed by Tenant and other space within the assignee in which such assignee shall agree Project. This list of factors is not intended to assume, observe, performbe exclusive, and Landlord may rely on such other reasonable bases for judgment as may apply from time to be personally bound by, all of Tenant's obligations under this Lease and Tenant shall agree therein to remain primarily and fully liable for such obligationstime. Any consent granted Landlord shall not at any time be construed required to relieve Tenant from the obligation to obtain Landlord's written consent to any further Transferassignment, subletting, or other transfer to any party who is or was immediately prior to the transfer a tenant in the Project. If Consent by Landlord consents to a Transfer and accepts the payment of rent one or the performance and observance of any of the terms and conditions more assignments of this Lease from any Transferee such acceptance 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. 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 construed as waiving or releasing Tenant from liability hereunder to pay rent or to perform deemed an assignment within the meaning and observe any of the terms and conditions provisions of this Leaseparagraph. Any person The foregoing sentence shall not apply to whom any Transfer corporation or partnership which is attempted without 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 prior written ’s reasonable costs and attorney’s fee incurred in conjunction with the processing and documentation of any required consent shall have no claimto assignment, right subletting, transfer, change of ownership, or remedy whatsoever against Landlord, hypothecation of this Lease or Tenant’s interest in and Landlord shall have no duty to recognize any person or entity claiming under or through the samePremises.