Common use of Tenant Affiliate Clause in Contracts

Tenant Affiliate. Notwithstanding Section 9.1 above, Tenant may assign this Lease or sublease the Property, without Landlord's consent, to any corporation which controls, is controlled by or is under common control with Tenant, or to any corporation resulting from the merger of or consolidation with Tenant ("Tenant's Affiliate"). In such case, any Tenant's Affiliate shall assume in writing all of Tenant's obligations under this Lease. This Article IX shall not apply in connection with a bona fide sale or other transfer by Tenant of its business or substantially all of its assets, or the sale of all or substantially all of Tenant's corporate stock or other interests in connection with such sale or other transfer of its business, provided such sale or other transfer is the primary purpose of the transaction and the assignment or other transfer of this lease is merely incidental thereto. Any assignment or subletting of this lease in connection with such sale or transfer (whether direct, by operation of law, or default by virtue of the sale of stock) shall be nonetheless subject to Landlord's prior written consent which Landlord shall not unreasonably withhold or delay, provided (i) the proposed assignee, sublessee or new stockholder is a reputable person of good character and of sound financial condition and Landlord has been furnished with reasonable proof thereof; (ii) the form of the proposed sublease or instrument of assignment shall be in form reasonably satisfactory to Landlord and shall comply with the provisions of this lease; (iii) the successor to Tenant has a net worth computed in accordance with generally accepted accounting principles at least equal to the lesser of (A) the net worth as shown on the consolidated financial statements of Tenant's parent, Genesis Direct, Inc. immediately prior to such transaction, or (B) the net worth as shown on the consolidated financial statements of Genesis Direct, Inc. on January 31, 1997; and (iv) proof satisfactory to Landlord of such net worth shall have been delivered to Landlord at least ten (10) days prior to the effective date of any such transaction. In addition, Tenant shall have the right to retain a sublease interest in the Property and/or a reassignment of this Lease as collateral security for any obligation which the purchaser of Tenant's business shall owe to Tenant or its stockholders in connection with any such transaction.

Tenant Affiliate. Notwithstanding Section 9.1 aboveWithout limiting the foregoing, Tenant may sublet the Premises or assign this Lease or sublease the Propertyto a Tenant Affiliate. As used herein, without Landlord's consent“Tenant Affiliate” means (i) an entity controlling, to any corporation which controls, is controlled by or is under common control with TenantCH2M Hill, Inc. or one of its Successors (as defined below), (ii) any entity engaged in a joint venture with CH2M Hill, Inc. or one of its Successors, (iii) a successor corporation related to CH2M Hill, Inc. by merger, consolidation or reorganization (“Successor”), or to any corporation resulting from the merger (iv) a purchaser of or consolidation with Tenant ("Tenant's Affiliate"). In such case, any Tenant's Affiliate shall assume in writing all of Tenant's obligations under this Lease. This Article IX shall not apply in connection with a bona fide sale or other transfer by Tenant of its business or substantially all of its assetsCH2M Hill, Inc.’s assets (also a “Successor”); and a party shall be deemed to “control” another party for purposes of the definition contained in the aforesaid clause (i) only if the first party owns fifty percent (50%) or more of the sale of all or substantially all of Tenant's corporate stock or other beneficial interests in connection with such sale or other transfer of its business, provided such sale or other transfer is the primary purpose of the transaction and second party. Notwithstanding the foregoing, following an assignment or other transfer of sublease permitted without consent pursuant to this lease is merely incidental thereto. Any assignment or subletting of this lease in connection with such sale or transfer (whether directParagraph, by operation of law, or default by virtue either of the sale following shall constitute an assignment requiring the consent of stock) shall be nonetheless subject to Landlord's prior written consent which Landlord shall not unreasonably withhold or delay, provided (i) the proposed assignee, sublessee or new stockholder is a reputable person of good character and of sound financial condition and Landlord has been furnished with reasonable proof thereof; (ii) the form of the proposed sublease or instrument of assignment shall be in form reasonably satisfactory to Landlord and shall comply with the provisions of this lease; (iii) the successor to Tenant has a net worth computed in accordance with generally accepted accounting principles at least equal to the lesser of : (A) in the net worth as shown case of a transfer to a Tenant Affiliate under clause (i), any subsequent transfer of ownership or control of a party which results if the cessation of the control on the consolidated financial statements basis of Tenant's parent, Genesis Direct, Inc. immediately prior to such transaction, or which the transfer was permitted without consent; and (B) in the net worth as shown on the consolidated financial statements case of Genesis Directa transfer under clause (ii), Inc. on January 31, 1997; and (iv) proof satisfactory such entity ceases to be engaged in such joint venture. Tenant shall provide Landlord with written notice of such net worth shall have been delivered any assignment or sublease to Landlord at least a Tenant Affiliate within ten (10) days prior to the effective date thereof, together with copies of all documents evidencing such transfer, including without limitation, all formation documents of the Tenant Affiliate and any such transaction. In additionother documents reasonably requested by Landlord, and in the case of an assignment to a Tenant Affiliate, Tenant shall have the right deliver to retain a sublease interest in the Property and/or a reassignment of this Lease as collateral security for any obligation Landlord an assignment on terms reasonably acceptable to Landlord pursuant to which the purchaser Tenant Affiliate assumes and agrees to perform all of Tenant's business shall owe to the obligations of the Tenant or its stockholders in connection with any such transactionunder this Lease.

Tenant Affiliate. Notwithstanding anything to the contrary contained in Section 9.1 above9.01 of this Lease, a Transfer of all or a portion of the Property to an affiliate of Tenant may assign this Lease or sublease the Property(an entity which is controlled by, without Landlord's consent, to any corporation which controls, is controlled by or is under common control with with, Tenant) (a “Tenant Affiliate”), shall not be deemed a Transfer under Article Nine for which (a) consent is required, or to (b) any corporation resulting from Transfer Premium is payable, provided that: (i) Tenant immediately notifies Landlord of any such Transfer; (ii) promptly supplies Landlord with any documents or information requested by Landlord regarding such Transfer; (iii) if requested by Landlord, have an affiliate of the merger of or consolidation with Tenant Affiliate guarantee this Lease using Landlord’s standard guaranty form; ("Tenant's Affiliate"). In iv) if such caseTransfer is an assignment, any Tenant's Tenant Affiliate shall assume assumes in writing all of Tenant's ’s obligations under this Lease. This Article IX shall ; and (v) such Transfer is not apply in connection with a bona fide sale or other transfer subterfuge by Tenant to avoid its obligations under this Lease or the Transfer restrictions set forth in this Article Nine. “Control,” as used herein, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its business affairs, of at least fifty-one percent (51%) of the voting interest in, any person or substantially all of entity. Tenant may also assign its assetsinterest in this Lease, or the sale of without Landlord’s consent, to any entity to which all or substantially all of Tenant's corporate stock or other interests in connection with ’s assets are sold, so long as (a) such sale or other transfer purchaser has a tangible net worth equal to the greater of its business, provided such sale or other transfer is the primary purpose Tenant’s tangible net worth as of the transaction and the assignment or other transfer of this lease is merely incidental thereto. Any assignment or subletting of this lease in connection with such sale or transfer (whether direct, by operation of law, or default by virtue of the sale of stock) shall be nonetheless subject to Landlord's prior written consent which Landlord shall not unreasonably withhold or delay, provided (i) the proposed assignee, sublessee or new stockholder is a reputable person of good character and of sound financial condition and Landlord has been furnished with reasonable proof thereof; (ii) the form date of the proposed sublease sale or instrument of assignment shall be in form reasonably satisfactory to Landlord Twenty Million Dollars ($20,000,000.00) (the “Permitted Purchaser”), and shall comply (b) Tenant complies with the provisions of requirements stated above in this lease; (iii) the successor Section 9.07 with respect to a Transfer involving a Tenant has a net worth computed in accordance with generally accepted accounting principles at least equal to the lesser of (A) the net worth as shown on the consolidated financial statements of Tenant's parent, Genesis Direct, Inc. immediately prior to such transaction, or (B) the net worth as shown on the consolidated financial statements of Genesis Direct, Inc. on January 31, 1997; and (iv) proof satisfactory to Landlord of such net worth shall have been delivered to Landlord at least ten (10) days prior to the effective date of any such transaction. In addition, Tenant shall have the right to retain a sublease interest in the Property and/or a reassignment of this Lease as collateral security for any obligation which the purchaser of Tenant's business shall owe to Tenant or its stockholders in connection with any such transactionAffiliate.