Common use of Subletting by Tenant Clause in Contracts

Subletting by Tenant. Tenant shall not sublet the Leased Premises or any portion thereof without Landlord’s prior written consent. It is agreed that in requesting such consent Tenant shall provide such information regarding the proposed sublease and the proposed sublease arrangement as Landlord may reasonably request. Landlord’s consent to Tenant’s request shall not be unreasonably withheld or delayed, in each instance, except under circumstances where Tenant is in default beyond applicable grace periods of any covenant in this Lease, in which event such consent may be withheld in Landlord’s absolute discretion. In the event that such sublease is approved, at Landlord’s request, Tenant shall construct a new demising wall separating such space from the remainder of the Leased Premises. 11.3 If Landlord consents to such assignment or subletting, it is understood and agreed that one-half of all profits realized by Tenant as a result of amounts collected by the Tenant from such assignee or subtenant shall be paid to Landlord by Tenant. For purposes of this Section 11.3, “profits” shall mean the amount by which all compensation received by Tenant as a result of such assignment or subletting, net of reasonable expenses actually incurred by Tenant in connection with such assignment or subletting, including leasing commissions amortized over the Term, in the case of an assignment, or over the term of the sublease, in the case of a subletting, exceeds (b) the Basic Rent and Additional Rent attributable to the entire Leased Premises, in the case of an assignment, or attributable to the portion of the Leased Premises so sublet, in the case of a subletting. 11.4 The consent by Landlord to any assignment, subletting or occupancy shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment, subletting or occupancy shall not be construed as a consent with respect to any subsequent assignment, subletting or occupancy. For any period during which Tenant is in default with respect to the payment of Rent, Tenant hereby assigns to Landlord the rent due from any subtenant of Tenant and hereby authorizes each subtenant to pay said rent directly to Landlord. 11.5 Notwithstanding anything contained in Section 11.1 to the contrary, Tenant may assign this Lease to any parent, subsidiary or affiliate of Tenant or any corporation or other entity into which or with which Tenant is merged or consolidated provided that the assignee has (and will continue to have after the merger, acquisition or takeover as the case may be) a net worth computed in accordance with generally accepted accounting principles consistently applied at least equal to or greater than the net worth of Tenant immediately prior to such merger, consolidation or transfer and, no less than sixty days prior to such assignment, Tenant shall deliver to Landlord a statement of income and balance sheet of the proposed assignee for the immediately preceding fiscal year and the immediately preceding fiscal quarter certified by an independent certified public accountant and prepared in accordance with generally accepted accounting principles consistently applied evidencing such net worth.

Subletting by Tenant. (a) Subject to this Section 15.3, the conditions and provisions of which are hereby agreed to be reasonable as of the date hereof, Tenant may sublet any portion of the Premises (the “Subleased Premises”) within the Permitted Subleasing Area for a term of not to exceed one (1) year in the aggregate and by a written Sublease in a form reasonably acceptable to the Agency without the necessity of obtaining the prior consent of Agency, to such Persons and upon such terms and conditions which are consistent with the provisions of this Lease as Tenant may deem to be fit and proper. (b) Notwithstanding the foregoing, (i) Tenant shall not sublet (without first obtaining the Leased Premises or any portion thereof without Landlord’s prior written consent. It is agreed that in requesting such consent Tenant shall provide such information regarding the proposed sublease and the proposed sublease arrangement as Landlord may reasonably request. Landlordof Agency’s consent to Tenant’s request shall not be unreasonably withheld or delayed, in each instance, except under circumstances where Tenant is in default beyond applicable grace periods of any covenant in this Lease, in Executive Director which event such consent may be withheld or delayed in Landlordthe Executive Director’s sole and absolute discretion. In the event that such sublease is approved, at Landlord’s request, Tenant shall construct a new demising wall separating such space from the remainder of the Leased Premises. 11.3 If Landlord consents to such assignment or subletting, it is understood and agreed that one-half of all profits realized by Tenant as a result of amounts collected by the Tenant from such assignee or subtenant shall be paid to Landlord by Tenant. For purposes of this Section 11.3, “profits” shall mean the amount by which all compensation received by Tenant as a result of such assignment or subletting, net of reasonable expenses actually incurred by Tenant in connection with such assignment or subletting, including leasing commissions amortized over the Term, in the case of an assignment, or over the term of the sublease, in the case of a subletting, exceeds (b) the Basic Rent and Additional Rent attributable to the entire Leased Premises, in the case of an assignment, or attributable to the sublet any portion of the Leased Premises so subletPermitted Subleasing Area that would, in (A) exceed a term of one (1) year, (B) increase materially the case cost of a sublettingproviding City services to the Project Area, or (C) exceed the Term of this Lease. 11.4 (ii) The prior written consent by Landlord of the Agency Commission (which may be withheld or delayed in its sole and absolute discretion) shall also be required as a condition to Agency’s approval of Tenant’s Sublease of any assignmentportion of the Premises that would (A) exceed a term of five (5) years, subletting or occupancy shall (B) include any portion of the Premises located outside the Permitted Subleasing Area. (c) Notwithstanding the foregoing, Subtenants need not be construed obligated for Restoration so long as a waiver Tenant, or release of its permitted successors and assigns hereunder, in its capacity as the landlord under each such Sublease, has the right, subject only to reasonable limitations, to terminate the Sublease if the Subtenant does not Restore or, if Tenant from any and all liability for has the performance of all covenants and obligations obligation to be performed by Restore the Subtenant Space, Tenant under this Leaseelects not to Restore, nor shall the collection or acceptance of rent from any assigneeand, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment, subletting or occupancy shall provided further that Space Subtenants need not be construed as a consent with respect obligated for any obligations not related to the Subleased Spaces, or to undertake any subsequent assignment, subletting or occupancy. For any period during which Tenant is in default obligations with respect to the payment Subleased Space that is Tenant’s obligation under such Sublease. In no event may the term of Rentany such Sublease extend beyond the Term of this Lease without the prior written consent of Agency, Tenant hereby assigns provided, further, that upon expiration of the Term, any such Sublease shall become a direct lease with Agency. It shall be reasonable for Agency to Landlord withhold its consent to such extended Subleases if Agency determines, in its reasonable discretion, that it will need the rent due from any subtenant applicable sublease space to accommodate the occupancy of the Agency or other City agency, or in furtherance of an Agency planning effort for the Premises to be implemented at the expiration of the Term hereof. All Subleases shall include terms and conditions consistent in all respects with the provisions of this Lease. (d) The indemnification provided in this Section is in addition to those indemnification obligations of Tenant set forth in Article 12 hereof, and hereby authorizes each subtenant arise due to pay said rent directly to Landlord. 11.5 Notwithstanding anything contained in Section 11.1 to the contrary, Tenant may assign this Lease to any parent, subsidiary or affiliate of Tenant or any corporation or other entity into which or with which Tenant is merged or consolidated provided that the assignee has (and will continue Tenant’s failure to have after entered into Subleases with the mergertenants of Buildings 101, acquisition or takeover 110, 808 and 916, as contemplated by the case may be) a net worth computed in accordance with generally accepted accounting principles consistently applied at least equal to or greater than Parties. As of the net worth Commencement Date of Tenant immediately prior to such mergerthis Lease, consolidation or transfer and, no less than sixty days prior to such assignmentthe Navy shall have terminated all of its leases on the Premises. As of the Commencement Date of this Lease, Tenant shall deliver assume all the responsibilities of Agency as the owner and landlord of Buildings 101, 110, 808 and 916. Such buildings, together with the land, appurtenant easements and all other real property comprising the premises leased by the occupants thereof pursuant to Landlord a statement lease with the Navy or the Agency, or used by the occupants thereof as if included in the applicable lease with the Navy or the Agency, shall hereinafter be referred to as the “Buildings.” Additionally, Tenant shall indemnify Agency and the other Indemnified Parties as to all Losses that arise on or after the Commencement Date of income this Lease with respect to all activities performed, omitted or that occur in connection with the Buildings, the tenants and balance sheet occupants of the proposed assignee Buildings, together with the employees, contractors, agents, guests and invitees of the tenants or occupants of the Buildings, including, without limitation, the occupation, use, and vacating of such Buildings and any other Losses of any kind arising from Tenant’s failure to have executed Subleases with the tenants of Buildings 101, 110, 808 and 916 as of the Commencement Date. Tenant’s foregoing indemnity shall include the payment by Tenant of all costs and expenses (as determined by Agency in its sole discretion) incurred by Agency or that arise in connection with relocating any occupant(s) of such Buildings, including without limitation all relocation claims made by occupants who have not waived their relocation rights. Agency’s costs will include any associated staff costs whether or not included in the budgeted costs for Phase I. Though Tenant shall endeavor in good faith to enter into Subleases with the immediately preceding fiscal year current tenants of Buildings 808 and 916, Tenant has no obligation to enter into any Sublease with the immediately preceding fiscal quarter certified by an independent certified public accountant current tenants of Buildings 808 and prepared in accordance with generally accepted accounting principles consistently applied evidencing such net worth916, nor is Tenant obligated to ensure the continuing occupancy of Building 808 or Building 916.

Subletting by Tenant. (a) Tenant shall have the right, without being required to obtain Landlord's consent, to sublet all or any portion of the Premises. Tenant shall give Landlord prior written notice of a subletting of all or substantially all of (i) the entire Premises, (ii) the office portion of the Premises or (iii) the retail portion of the Premises. Landlord shall have no recapture or profit-sharing rights with respect to any subletting. (b) Each sublease will terminate at least one day prior to the date of Lease Termination. (c) No sublease shall be valid, and no subtenant shall take possession of the Premises or any part thereof, until Tenant shall deliver to Landlord either a duplicate original or a conformed copy of the sublease. (d) Each sublease shall provide that it is subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, and that, in the event of termination, reentry or dispossession by Landlord under this Lease, Landlord may, at its option (subject, however, to the provisions of Subsection 16.02(f) below), succeed to the right, title and interest of Tenant, as sublessor, under such sublease, and such subtenant shall, at Landlord's option (subject, however, to the provisions of Subsection 16.02(f) below), attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not sublet be (A) liable for any previous act or omission of Tenant under such sublease, (B) subject to any credit, offset, claim, counterclaim, demand or defense which such subtenant may have against Tenant, (C) bound by any previous modification of such sublease unless a duplicate original or conformed copy of such modification has been delivered to Landlord promptly after execution or by any previous prepayment of more than one month's rent, (D) bound by any covenant of Tenant to undertake or complete any construction of the Leased Premises or any portion thereof without Landlord’s prior written consent. It is agreed that in requesting thereof, (E) required to account for any security deposit of the subtenant other than any security deposit actually delivered to Landlord by Tenant, or (F) bound by any obligation to make any payment to such consent Tenant subtenant or grant any credits, except for services, repairs, maintenance and restoration provided for under the sublease to be performed after the date of such attornment. (e) Each sublease which permits further assignment or subletting shall provide such information regarding that the proposed sublease and subtenant may not assign its rights thereunder or further sublet the proposed sublease arrangement as Landlord may reasonably request. Landlord’s consent to Tenant’s request shall not be unreasonably withheld or delayedspace demised under the sublease, in each instancewhole or in part, except under circumstances where Tenant is in default beyond applicable grace periods without first delivering to Landlord a duplicate original or conformed copy of any covenant in this Lease, in which event such consent may be withheld in Landlord’s absolute discretion. In the event that such sublease is approved, at Landlord’s request, Tenant shall construct a new demising wall separating such space from the remainder instrument of the Leased Premises. 11.3 If Landlord consents to such assignment or subletting, it is understood and agreed that one-half of all profits realized by Tenant as a result of amounts collected by the Tenant from such assignee or subtenant shall be paid to Landlord by Tenant. For purposes of this Section 11.3, “profits” shall mean the amount by which all compensation received by Tenant as a result of such assignment or subletting, net of reasonable expenses actually incurred by Tenant in connection with such assignment or subletting, including leasing commissions amortized over the Term, in the case of an assignment, or over the term of the sublease, in the case of a subletting, exceeds (b) the Basic Rent and Additional Rent attributable to the entire Leased Premises, in the case of an assignment, or attributable to the portion of the Leased Premises so sublet, in the case of a subletting. 11.4 The consent by Landlord to any assignment, subletting or occupancy shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent to any assignment, subletting or occupancy shall not be construed as a consent with respect to any subsequent assignment, subletting or occupancy. For any period during which Tenant is in default with respect to the payment of Rent, Tenant hereby assigns to Landlord the rent due from any subtenant of Tenant and hereby authorizes each subtenant to pay said rent directly to Landlord. 11.5 Notwithstanding anything contained in Section 11.1 to the contrary, Tenant may assign this Lease to any parent, subsidiary or affiliate of Tenant or any corporation or other entity into which or with which Tenant is merged or consolidated provided that the assignee has (and will continue to have after the merger, acquisition or takeover as the case may be. (f) Subject to the provisions of this Subsection 16.02(f), Landlord shall, upon the request of Tenant, enter into a nondisturbance agreement (an "NDA"), reasonably satisfactory to Landlord and the subtenant stating that, in the event of the termination of this Lease by reason of the default of Tenant hereunder, so long as there shall be no default by such subtenant under its sublease beyond any applicable grace period set forth in the sublease for the curing of such default, Landlord shall not disturb such subtenant's possession of the subleased premises, provided that such subtenant shall attorn to and recognize Landlord as its landlord under the sublease. Landlord shall not be obligated to enter into an NDA, unless: (i) the sublease, if of office space: (x) is for a full floor or more; and (y) has a rent if converted to a square foot net worth computed in accordance with generally accepted accounting principles consistently applied at least lease basis (i.e., rent plus real estate taxes and operating expenses) equal to or greater than the net worth rent plus Real Estate Taxes and operating expenses payable by Tenant hereunder, or, alternatively, requires the subtenant, should it ever attorn to Landlord, to pay to Landlord per rentable square foot the same Annual Rental, Real Estate Taxes and operating expenses that Tenant would have paid with respect to the sublease premises; and (ii) the sublease, if of Tenant immediately prior retail space, has a rent and additional rent obligation that is at or above market for comparable retail space in SoHo, or, alternatively, requires the subtenant, should it ever attorn to such mergerLandlord, consolidation or transfer and, no less than sixty days prior to such assignment, Tenant shall deliver pay to Landlord a statement rent and additional rent obligation that is at market for comparable retail space in SoHo. Notwithstanding anything to the contrary set forth herein, any NDA delivered by Landlord pursuant to this Subsection 16.02(f) shall, pursuant to this Lease, be conditional and by its terms expressly contain the condition, such that, in the event of income and balance sheet any termination of this Lease (as to all or a portion of the proposed assignee for Premises) other than by reason of Tenant's default (e.g., by reason of a casualty during the immediately preceding fiscal year last two years of the Term), any NDA with a subtenant which occupies the space with respect to which this Lease is terminated shall, automatically and without further act of the parties, terminate and be of no further force or effect from and after the applicable termination date. Upon the attornment and recognition referred to in the foregoing sentences, and the immediately preceding fiscal quarter certified posting of the security (if any) required pursuant to the provisions of the next sentence, the sublease shall continue in full force and effect as, or as if it were, a direct lease between Landlord and such subtenant upon all of the then executory terms, conditions and covenants as are set forth in such sublease, except as set forth in the next sentence and further except that Landlord shall not be: (A) liable for any previous act or omission of Tenant under such sublease, (B) subject to any credit, offset, claim, counterclaim, demand or defense which such subtenant may have against Tenant, (C) bound by an independent certified public accountant any previous modification of such sublease unless a duplicate original or conformed copy of the modification has been delivered to Landlord promptly after execution, (D) bound by any covenant of Tenant to undertake or complete any construction of the Premises or any portion thereof, (E) required to account for any security deposit of the subtenant other than any security deposit actually delivered to Landlord by Tenant, (F) bound by any obligation to make any payment to such subtenant or grant any credits, except for services, repairs, maintenance and prepared restoration provided for under the sublease to be performed after the date of such attornment, or (G) bound by any rent which such subtenant might have paid to any Tenant for more than one month in advance. The foregoing NDA shall be (and shall provide that it is) subject to the condition that the subtenant (on the effective date of said attornment) shall have a net worth or shall deposit security in lieu thereof (which security may be in the form of cash or a letter of credit substantively similar to the letter of credit described in Article 32 below) in accordance with generally accepted accounting principles consistently applied evidencing the following formula: (I) if the subtenant's net worth shall be not less than an amount equal to twice the sum of the Annual Rental, Real Estate Taxes and operating expenses payable pursuant to this Lease (pro rated on a rentable square foot basis for the subleased premises) for the calendar year in which said attornment shall become effective (such amount being referred to herein as "Threshold Rental"), no security shall be required; and (II) if the subtenant's net worthworth shall be less than one hundred (100%) percent of Threshold Rental, then the subtenant shall be required to deposit security equal to fifty (50%) percent of Threshold Rental. (g) Affiliates of Tenant shall be permitted to occupy the Premises (or portions thereof) without such occupancy being deemed an assignment of this Lease or a subletting of the Premises (or portions thereof).

Subletting by Tenant. Tenant may sublet all but not less than all of said Premises provided that: 1) the potential subtenant assumes all of Tenant's obligations under this Lease and any Chilled Water Agreement between Tenant and Landlord; and 2) Tenant delivers to Landlord an executed counterpart of such sublease which shall be expressly conditioned upon and subject to Landlord's prior written consent and the terms hereof, together with full and complete current financial statements of the potential sublessee, not less than sixty (60) days prior to the effective date thereof. Landlord shall not unreasonably withhold its consent to a proposed sublease provided the prospective sublessee is a reputable party whose financial net worth, credit and financial responsibility is, considering the responsibilities involved, reasonably satisfactory to Landlord, and providing the sublessee uses the Premises and Facility for the sole purpose of operating a Chilled Water Facility. Any sublease in violation hereof shall be void, but without thereby impairing any remedy of Landlord because of Tenant having engaged in an act prohibited by the terms hereof. Additionally, Tenant will furnish to Landlord for Landlord's approval, the floor plan for all of the space proposed to be sublet by Tenant. And, the Leased Premises or sublease shall contain a provision substantially to the effect that if there be any portion thereof without termination of the within Lease then the subtenant, at the request of Landlord’s prior written consent, will attorn to Landlord, and the sublease shall continue in effect with Landlord. It Landlord agrees to enter into Nondisturbance and Attornment Agreements with subtenants of Tenant if the sublease of such subtenant shall have been first approved in writing by Landlord. Without limiting that which would constitute reasonable grounds for Landlord's withholding of approval, it is agreed that in requesting such consent Tenant shall provide such information regarding the proposed sublease and the proposed sublease arrangement as Landlord may reasonably request. Landlord’s consent to Tenant’s request it shall not be unreasonably withheld or delayed, in each instance, except under circumstances where Tenant is in default beyond applicable grace periods of any covenant in this Lease, in which event deemed unreasonable for Landlord to refuse to give such consent may be withheld in Landlord’s absolute discretion. In the event that to any such sublease is approved, at Landlord’s request, Tenant shall construct a new demising wall separating such space from if the remainder sublessee cannot demonstrate that it has the financial ability to perform under the terms of the Leased Premises. 11.3 If Landlord consents to such assignment or subletting, it is understood and agreed that one-half of all profits realized by Tenant as a result of amounts collected by the Tenant from such assignee or subtenant shall be paid to Landlord by Tenant. For purposes of this Section 11.3, “profits” shall mean the amount by which all compensation received by Tenant as a result of such assignment or subletting, net of reasonable expenses actually incurred by Tenant in connection with such assignment or subletting, including leasing commissions amortized over the Term, in the case of an assignment, or over the term of the sublease, in the case of a subletting, exceeds (b) the Basic Rent and Additional Rent attributable to the entire Leased Premises, in the case of an assignment, or attributable to the portion of the Leased Premises so sublet, in the case of a subletting. 11.4 The consent by Landlord to any assignment, subletting or occupancy shall not be construed as a waiver or release of Tenant from any and all liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee, transferee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease. Landlord’s consent In no circumstance shall Landlord be required to give its approval if such sublease (i) calls for the granting of a concession in rent, or (ii) would impose upon the Landlord any assignment, subletting or occupancy shall not be construed as a consent with respect obligation to any subsequent assignment, subletting or occupancy. For any period during which Tenant is in default with respect make alterations to the payment of Rent, Tenant hereby assigns to Landlord Premises demised under the rent due from any subtenant of Tenant and hereby authorizes each subtenant sublease or to pay said rent directly to Landlordthe subtenant for alterations made by it. 11.5 Notwithstanding anything contained in Section 11.1 to the contrary, Tenant may assign this Lease to any parent, subsidiary or affiliate of Tenant or any corporation or other entity into which or with which Tenant is merged or consolidated provided that the assignee has (and will continue to have after the merger, acquisition or takeover as the case may be) a net worth computed in accordance with generally accepted accounting principles consistently applied at least equal to or greater than the net worth of Tenant immediately prior to such merger, consolidation or transfer and, no less than sixty days prior to such assignment, Tenant shall deliver to Landlord a statement of income and balance sheet of the proposed assignee for the immediately preceding fiscal year and the immediately preceding fiscal quarter certified by an independent certified public accountant and prepared in accordance with generally accepted accounting principles consistently applied evidencing such net worth.