Common use of Transfer of Premises Clause in Contracts

Transfer of Premises. (a) Tenant shall not assign this Lease or sublease, or grant a license or concession, or otherwise transfer the whole or any part of any Premises (except to an Affiliate of Tenant (hereinafter defined) without the prior written consent of Landlord in each case, which consent shall not be unreasonably withheld, conditioned or delayed. Any request to transfer this Lease or any portion of the Premises shall be accompanied by a check in the amount of one thousand dollars ($1,000.00) to help defray the cost of reviewing same. It shall not be unreasonable for Landlord to withhold consent if (i) Tenant is in default of the Lease beyond the applicable notice and cure period (if any), (ii) the proposed transfer would violate a provision of another lease or agreement, (iii) the proposed use would be incompatible with the other uses in the Building or would increase parking or utility requirements, (iv) the proposed transferee is not sufficiently creditworthy or experienced; (v) Landlord's lender or Tenant's guarantor (if any) refuses to consent, or (vi) any other factor exists which would make Landlord's refusal reasonable under the circumstances. Tenant's request for consent shall be accompanied by sufficient documentation to allow Landlord to make a decision based on the foregoing factors. Landlord shall have the right to recapture the Premises proposed for transfer by written notice to Tenant given within thirty (30) days of the request for consent, but Landlord's failure to exercise this right shall not constitute a consent to the transfer. In the event Landlord elects to recapture all or a portion of the Premises in accordance with this Section 7.01, Tenant may, in a writing delivered to Landlord within five (5) business days of receipt of Landlord's notice that it intends to exercise its recapture right, elect to withdraw its request for Landlord to consent to the proposed assignment or sublease. If Tenant timely withdraws its request for Landlord's consent, Landlord shall not be entitled to exercise its recapture right and this Lease shall continue in full force and effect. In the case of each transfer, Tenant shall cure any outstanding defaults prior to the transfer date, and remain jointly and severally liable with the transferee for the full and timely performance of each and every term, covenant and condition of Tenant under the Lease. All cash or other proceeds whatsoever payable by or on behalf of a transferee of this Lease or the Premises, whensoever same may be payable, shall be deemed to be rent, and 50% of any such rent in excess of the rentals payable by Tenant hereunder (determined net of Tenant's reasonable brokerage, legal and improvements costs associated with such transaction) shall promptly be paid to Landlord. (b) Notwithstanding any provision hereof to the contrary, Tenant may assign or sublet the Premises ("Permitted Transfer"), or any portion thereof, 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 or consolidation with Tenant or to any person or entity which acquires all the assets of Tenant as a going concern of the business that is being conducted on the Premises, (each, an "Affiliate of Tenant") provided that said assignee or subtenant assumes, in full, the obligation of Tenant under the Lease, further provided however, that: (i) Tenant shall not be in material default under the Lease beyond the applicable cure period (if any) at the time of any such Permitted Transfer; (ii) in the case of a Permitted Transfer following which the Tenant shall remain in existence, then Tenant shall remain fully liable pursuant to the terms and condition of the Lease (as amended by this Amendment), jointly and severally with the assignee/subtenant permitted hereby; and (iii) Tenant shall provide Landlord with written notice of the assignment or sublease and a copy of the assignment or sublease documenting the Permitted Transfer prior to the effective date thereof and shall, at all times, be obligated to ensure that proper insurance coverage is in place.

Transfer of Premises. (a) Tenant shall not assign this Lease In the event that Landlord, in its sole and absolute discretion, determines or subleaseseeks to convey, or grant a license or concessioneffective at any time during the Term, or otherwise transfer the whole all or any part of the Landlord’s interest in the Premises to a Person other than the State of California (or a commission, department, joint powers authority or other subdivision of any Premises (except of the foregoing) then and in such event and at any time prior to Landlord’s consummating any such conveyance or entering into an Affiliate agreement to consummate any such conveyance, other than with or to a Governmental Authority, it shall notify Tenant of Tenant (hereinafter defined) without the prior written consent of Landlord in each case, which consent shall not be unreasonably withheld, conditioned Landlord’s determining or delayed. Any request seeking to transfer this Lease so convey all or any portion of the Premises shall be accompanied by a check Landlord’s interest in the amount Premises, identifying the subject matter of one thousand dollars ($1,000.00) to help defray the cost of reviewing samesuch conveyance. It shall not be unreasonable for Landlord to withhold consent if (i) Tenant is in default of the Lease beyond the applicable notice and cure period (if any), (ii) the proposed transfer would violate a provision of another lease or agreement, (iii) the proposed use would be incompatible with the other uses in the Building or would increase parking or utility requirements, (iv) the proposed transferee is not sufficiently creditworthy or experienced; (v) Landlord's lender or Tenant's guarantor (if any) refuses to consent, or (vi) any other factor exists which would make Landlord's refusal reasonable under the circumstances. Tenant's request for consent shall be accompanied by sufficient documentation to allow Landlord to make a decision based on the foregoing factors. Landlord shall have the right to recapture the Premises proposed for transfer by written notice to Tenant given If within thirty (30) days’ of such notice, Tenant provides notice to Landlord that Tenant would itself like to negotiate the terms of its acquisition of Landlord’s interest, and in its notice to Landlord provides a proposal in reasonable detail regarding such acquisition, then Landlord shall provide Tenant with a right to negotiate with Landlord or its representatives about such proposal for a period of no less than thirty (30) days following the date of Tenant’s notice to the request for consentLandlord. During such period, Landlord and Tenant shall negotiate exclusively with one another (except that Landlord shall be entitled to confer with the State of California) in good faith, but Landlord's failure neither party shall be obligated in any way to exercise this right shall not constitute reach a consent to the transferdefinitive or other binding agreement. In the event Landlord elects to recapture all or a portion of the Premises in accordance with this Section 7.01, Tenant may, in a writing delivered to Landlord within five (5) business days of receipt of Landlord's notice that it intends to exercise its recapture right, elect to withdraw its request for Landlord to consent to the proposed assignment or sublease. If Tenant timely withdraws its request for Landlord's consent, Landlord shall not be entitled required to exercise provide Tenant with the terms of or any other information about any competing proposal, or offer any such terms to Tenant. Upon expiration of such negotiating period for any reason or no reason, Landlord shall be free to consummate any such conveyance with a third party concerning the subject matter of the notice Landlord originally provided to Tenant on any terms Landlord so desires and free of any rights in respect of same that Tenant may have under this Section 15.2; provided, however, if Landlord does not consummate such conveyance to a third party within eighteen (18) months after the expiration of the negotiating period, or proposes to consummate such conveyance on terms which, in the aggregate, are less favorable to Landlord than those offered by Tenant in its recapture right initial notice to Landlord in which it indicated that it would like to negotiate the terms of its acquisition of the Landlord’s interest, then and in either of such events, unless the Term has expired, Landlord shall again comply with this Lease shall continue in full force and effectSection 15.2 prior to consummating any such conveyance or entering into an agreement to consummate any such conveyance. In no event shall Landlord have the case right to transfer or assign its interest in any improvements on the Premises except in connection with an assignment of each transferLandlord’s entire interest in the property (i.e., Tenant shall cure any outstanding defaults prior to the transfer date, and remain jointly and severally liable with the transferee for the full and timely performance of each and every term, covenant and condition of Tenant under the Lease. All cash either or other proceeds whatsoever payable by or on behalf of a transferee of this Lease or the Premises, whensoever same may be payable, shall be deemed to be rent, and 50% of any such rent in excess both of the rentals payable by Tenant hereunder (determined net of Tenant's reasonable brokerageColiseum Property or/and the Sports Arena Property, legal and as applicable) on which such improvements costs associated with such transaction) shall promptly be paid to Landlord. (b) are located. Notwithstanding any provision hereof anything contained herein to the contrary, Tenant may agrees to waive this Section if Landlord desires to assign or sublet the Premises ("Permitted Transfer"), or any portion thereof, 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 or consolidation with Tenant or to any person or entity which acquires all the assets of Tenant as a going concern of the business that is being conducted on the Premises, (each, an "Affiliate of Tenant") provided that said assignee or subtenant assumes, in full, the obligation of Tenant under the Lease, further provided however, that: (i) Tenant shall not be in material default under the Lease beyond the applicable cure period (if any) at the time of any such Permitted Transfer; (ii) in the case of a Permitted Transfer following which the Tenant shall remain in existence, then Tenant shall remain fully liable pursuant to the terms and condition of the Lease (as amended by this Amendment), jointly and severally with the assignee/subtenant permitted hereby; and (iii) Tenant shall provide Landlord with written notice of the assignment or sublease and a copy of the assignment or sublease documenting the Permitted Transfer prior to the effective date thereof and shall, at all times, be obligated to ensure that proper insurance coverage is in placeits interest for monetization purposes.

Transfer of Premises. (a) Tenant shall not assign this Lease or sublease, or grant a license or concession, or otherwise transfer the whole or any part of any Premises (except to an Affiliate of Tenant (hereinafter defined) without the prior written consent of Landlord in each case, which consent shall not be unreasonably withheld, conditioned or delayed. Any request to transfer this Lease or any portion of the Premises shall be accompanied by a check in the amount of one thousand dollars ($1,000.00) to help defray the cost of reviewing same. It shall not be unreasonable for Landlord to withhold consent if (i) Tenant is in default of the Lease beyond the applicable notice and cure period (if any)Lease, (ii) the proposed transfer would violate a provision of another lease or agreement, (iii) the proposed use would be incompatible with the other uses in the Building Project or would increase parking or utility requirements, (iv) the proposed transferee is not sufficiently creditworthy or experienced; (v) Landlord's lender or Tenant's guarantor (if any) refuses to consent, or (vi) any other factor exists which would make Landlord's refusal reasonable under the circumstances. Tenant's request for consent shall be accompanied by sufficient documentation to allow Landlord to make a decision based on the foregoing factors. Landlord shall have the right to recapture the Premises proposed for transfer by written notice to Tenant given within thirty (30) days of the request for consent, but Landlord's failure to exercise this right shall not constitute a consent to the transfer. In the event Landlord elects to recapture all or a portion of the Premises in accordance with this Section 7.01, Tenant may, in a writing delivered to Landlord within five (5) business days of receipt of Landlord's notice that it intends to exercise its recapture right, elect to withdraw its request for Landlord to consent to the proposed assignment or sublease. If Tenant timely withdraws its request for Landlord's consent, Landlord shall not be entitled to exercise its recapture right and this Lease shall continue in full force and effect. In the case of each transfer, Tenant shall cure any outstanding defaults prior to the transfer date, and remain jointly and severally liable with the transferee for the full and timely performance of each and every term, covenant and condition of Tenant under the Lease. All cash or other proceeds whatsoever payable by or on behalf of a transferee of this Lease or the Premises, whensoever same may be payable, shall be deemed to be rent, and 50% of any such rent in excess of the rentals payable by Tenant hereunder (determined net of Tenant's reasonable brokerage, legal and improvements costs associated with such transaction) shall promptly be paid to Landlord. (b) Notwithstanding any provision hereof Landlord acknowledges that Tenant intends to sublease one (1) of the contrary, Tenant may assign or sublet clean rooms (containing up to 1,000 square feet) located in the Premises ("Permitted Transfer"), or any portion thereof, without Landlord's consent, periodically throughout the Term. Landlord will not exercise its recapture rights with respect to any corporation which controls, is controlled by or is under common control with Tenant, or to any corporation resulting from the merger or consolidation with Tenant or to any person or entity which acquires all the assets of Tenant as a going concern of the business that is being conducted on the Premises, (each, an "Affiliate of Tenant") provided that said assignee or subtenant assumes, in full, the obligation of Tenant under the Lease, further provided however, that: (i) Tenant shall not be in material default under the Lease beyond the applicable cure period (if any) at the time of such sublease and will review any such Permitted Transfer; (ii) sublease in the case of a Permitted Transfer following which the Tenant shall remain in existence, then Tenant shall remain fully liable pursuant to the terms and condition of the Lease (as amended by this Amendment), jointly and severally accordance with the assignee/subtenant permitted hereby; and (iii) Tenant shall provide Landlord with written notice provisions of the assignment or sublease and a copy of the assignment or sublease documenting the Permitted Transfer prior to the effective date thereof and shall, at all times, be obligated to ensure that proper insurance coverage is in placeSection 7.01(a).

Transfer of Premises. (a) Tenant shall not assign this Lease or sublease, or grant a license or concession, or otherwise transfer the whole or any part of any Premises (except to an Affiliate of Tenant (hereinafter defined) without the prior written consent of Landlord in each case, which consent shall not may be unreasonably withheld, conditioned or delayedwithheld in the Landlord’s sole and absolute discretion. Any request to transfer this Lease or any portion of the Premises shall be accompanied by a check in the amount of one thousand dollars ($1,000.00) to help defray the cost of reviewing same. It Landlord shall not be unreasonable for Landlord to withhold consent if (i) Tenant is in default of the Lease beyond the applicable notice and cure period (if any)Lease, (ii) the proposed transfer would violate a provision of another lease or agreement, (iii) the proposed use would be incompatible with the other uses in the Building Project or would increase parking or utility requirements, (iv) the proposed transferee is not sufficiently creditworthy or experienced; (v) Landlord's ’s lender or Tenant's ’s guarantor (if any) refuses to consent, or (vi) any other factor exists which would make Landlord's ’s refusal reasonable under the circumstances. Tenant's ’s request for consent shall be accompanied by sufficient documentation to allow Landlord to make a decision based on the foregoing factors. Landlord shall have the right to recapture the Premises proposed for transfer by written notice to Tenant given within thirty (30) days of the request for consent, but Landlord's ’s failure to exercise this right shall not constitute a consent to the transfer. In the event Landlord elects to recapture all or a portion of the Premises in accordance with this Section 7.01, Tenant may, in a writing delivered to Landlord within five (5) business days of receipt of Landlord's notice that it intends to exercise its recapture right, elect to withdraw its request for Landlord to consent to the proposed assignment or sublease. If Tenant timely withdraws its request for Landlord's consent, Landlord shall not be entitled to exercise its recapture right and this Lease shall continue in full force and effect. In the case of each transfer, Tenant shall cure any outstanding defaults prior to the transfer date, and remain jointly and severally liable with the transferee for the full and timely performance of each and every term, covenant and condition of Tenant under the Lease. All cash or other proceeds whatsoever payable by or on behalf of a transferee of this Lease or the Premises, whensoever same may be payable, shall be deemed to be rentrent , and 50% of any such rent in excess of the rentals payable by Tenant hereunder (determined net of Tenant's reasonable brokerage, legal and improvements costs associated with such transaction) shall promptly be paid to Landlord. (b) Notwithstanding any provision hereof to the contrary, Tenant may assign or sublet the Premises ("Permitted Transfer"), or any portion thereof, 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 or consolidation with Tenant or to any person or entity which acquires all the assets of Tenant as a going concern of the business that is being conducted on the Premises, (each, an "Affiliate of Tenant") provided that said assignee or subtenant assumes, in full, the obligation of Tenant under the Lease, further provided however, that: (i) Tenant shall not be in material default under the Lease beyond the applicable cure period (if any) at the time of any such Permitted Transfer; (ii) in the case of a Permitted Transfer following which the Tenant shall remain in existence, then Tenant shall remain fully liable pursuant to the terms and condition of the Lease (as amended by this Amendment), jointly and severally with the assignee/subtenant permitted hereby; and (iii) Tenant shall provide Landlord with written notice of the assignment or sublease and a copy of the assignment or sublease documenting the Permitted Transfer prior to the effective date thereof and shall, at all times, be obligated to ensure that proper insurance coverage is in place.

Transfer of Premises. (a) Tenant shall not assign this Lease or sublease, or grant a license or concession, or otherwise transfer the whole or any part of any Premises (except to an Affiliate of Tenant (hereinafter defined)) without the prior written consent of Landlord in each case, which consent shall not be unreasonably withheld, conditioned or delayed. Any request to transfer this Lease or any portion of the Premises shall be accompanied by a check in the amount of one thousand dollars ($1,000.00) to help defray the cost of reviewing same. It shall not be unreasonable for Landlord to withhold consent if (i) Tenant is in default of the Lease beyond the any applicable notice and cure period (if any)period, (ii) the proposed transfer would violate a provision of another lease or agreementagreement at or applicable to the Project, (iii) the proposed use would be incompatible with the other uses in the Building is not permitted under this Lease or would increase parking or utility requirements, (iv) the proposed transferee is not sufficiently creditworthy creditworthy; or experienced; (v) Landlord's lender or Tenant's guarantor (if any) refuses to consent, or (vi) any other material factor exists which would make Landlord's ’s refusal reasonable under the circumstances. Tenant's ’s request for consent shall be accompanied by sufficient documentation to allow Landlord to make a decision based on the foregoing factors. If the proposed assignment or sublet is for the remainder of the Term or is for greater than fifty percent (50%) of the Premises and is not to an Affiliate of Tenant or the result of a merger or sale, then Landlord shall have the right to recapture the Premises proposed for transfer by written notice to Tenant given within thirty fifteen (3015) days of the request for consent, but Landlord's ’s failure to exercise this right shall not constitute a consent to the transfer. In the event Landlord elects to recapture all or a portion of the Premises in accordance with this Section 7.01, Tenant may, in a writing delivered to Landlord within five (5) business days of receipt of Landlord's notice that it intends to exercise its recapture right, elect to withdraw its request for Landlord to consent to the proposed assignment or sublease. If Tenant timely withdraws its request for Landlord's consent, Landlord shall not be entitled to exercise its recapture right and this Lease shall continue in full force and effect. In the case of each transfer, Tenant shall cure any outstanding defaults prior to the transfer date, and remain jointly and severally liable with the transferee for the full and timely performance of each and every term, covenant and condition of Tenant under the Lease. All cash or other proceeds whatsoever payable by or on behalf of a transferee of this Lease or the Premises, whensoever same may be payable, shall be deemed to be rent, and 50% of any such rent in excess of the rentals payable by Tenant hereunder (determined net of Tenant's ’s reasonable expenses including but not limited to brokerage, legal legal, architectural and improvements costs associated with such transaction) shall promptly be paid to Landlord. (b) Notwithstanding any provision hereof to the contrary, Tenant may assign or sublet the Premises ("“Permitted Transfer"”), or any portion thereof, without Landlord's ’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 or consolidation with Tenant or to any person or entity which acquires all the assets of Tenant as a going concern of the business that is being conducted on the Premises, (each, an "“Affiliate of Tenant"” (as defined below) provided that said assignee or subtenant assumes, in full, the obligation of Tenant under the Lease, further provided however, that: (i) any assignee has a financial net worth equal to or greater to the financial net worth of Tenant at the time this Lease is executed; (ii) Tenant shall not be in material default under the Lease beyond the applicable cure period (if any) at the time of any such Permitted Transfer; (iiiii) in the case of a Permitted Transfer following which the Tenant shall remain in existence, then Tenant shall remain fully liable pursuant to the terms and condition conditions of the Lease (as amended by this Amendment)Lease, jointly and severally with the assignee/subtenant permitted hereby; and (iiiiv) Tenant shall provide Landlord with evidence of the assignee or subtenant’s financial net worth along with written notice of the assignment or sublease and a copy of the assignment or sublease documenting the Permitted Transfer prior to within five (5) business days from the effective date thereof of the Permitted Transfer and shall, at all times, be obligated to ensure that proper insurance coverage is in place. For the purposes of this Article 7.00, an Affiliate of Tenant shall mean: (i) any entity that prior to and following the effective date of the proposed assignment or sublease, directly or indirectly, controls, is controlled by or is under common control with Tenant; (ii) any entity into which or with which Tenant is merged or consolidated or which is merged or consolidated into or with Tenant; (iii) any entity which acquires all or substantially all of the stock or assets of Tenant; and (iv) any entity which acquires a controlling interest in the stock or partnership interests of Tenant. For purposes of this definition, “control” means possessing the power to direct or cause the direction of the management and policies of the entity by the ownership of a majority of the voting securities of the entity.

Transfer of Premises. (a) Tenant shall not assign Whenever pursuant to any provision of this Lease or subleaseLease, or grant a license or concession, or otherwise transfer the whole or any part of any Premises (except to an Affiliate of Tenant (hereinafter defined) without the prior written consent of Landlord in each case, which consent shall not be unreasonably withheld, conditioned or delayed. Any request Lessor is required to transfer this Lease all or any portion of the Premises or to any Leased Property to Lessee or to an independent third party, such transfer shall be accompanied made at Lessee's expense by the transfer by a check deed and assignment of all of Lessor's interest in and to the amount applicable Premises on an "as is, where is, with all faults" basis free and clear of one thousand dollars all Certificate Trustee Liens, without covenants or warranties of title, except for matters arising by, through or under Lessor, and otherwise without recourse, representation or warranty of any kind, and together with the due assumption by Lessee ($1,000.00or such third party) of, and due release of Lessor from, all obligations relating to help defray the cost applicable Premises and the applicable Del Monte Collateral. In connection with any transfer to an independent third party, Lessee shall execute and deliver such documents, certificates and estoppels as may be required to facilitate the transfer of reviewing samethe applicable Premises. It Any provision in this Lease or other Operative Document to the contrary notwithstanding, Lessor shall not be unreasonable for Landlord obligated to withhold consent if (i) Tenant is in default of make any such transfer until Lessor and the Lease beyond the applicable notice Participants have received all Rent and cure period (if any), (ii) the proposed transfer would violate a provision of another lease or agreement, (iii) the proposed use would be incompatible with other amounts then due and owing by Lessee hereunder and under the other uses in the Building Operative Documents. At or would increase parking or utility requirements, (iv) the proposed transferee is not sufficiently creditworthy or experienced; (v) Landlord's lender or Tenant's guarantor (if any) refuses to consent, or (vi) any other factor exists which would make Landlord's refusal reasonable under the circumstances. Tenant's request for consent shall be accompanied by sufficient documentation to allow Landlord to make a decision based on the foregoing factors. Landlord shall have the right to recapture the Premises proposed for transfer by written notice to Tenant given within thirty (30) days of the request for consent, but Landlord's failure to exercise this right shall not constitute a consent to the transfer. In the event Landlord elects to recapture all or a portion of the Premises in accordance with this Section 7.01, Tenant may, in a writing delivered to Landlord within five (5) business days of receipt of Landlord's notice that it intends to exercise its recapture right, elect to withdraw its request for Landlord to consent to the proposed assignment or sublease. If Tenant timely withdraws its request for Landlord's consent, Landlord shall not be entitled to exercise its recapture right and this Lease shall continue in full force and effect. In the case of each transfer, Tenant shall cure any outstanding defaults prior subsequent to the transfer date, and remain jointly and severally liable with the transferee for the full and timely performance or return of each and every term, covenant and condition all or any of Tenant under the Lease. All cash or other proceeds whatsoever payable by or on behalf of a transferee of this Lease or the Premises, whensoever same may be payable, shall be deemed to be rent, and 50% of any such rent in excess of the rentals payable by Tenant hereunder (determined net of Tenant's reasonable brokerage, legal and improvements costs associated Lessee will provide Lessor with such transaction) shall promptly lien and title searches as Lessor may reasonably request to demonstrate to Lessor's satisfaction that the applicable Premises are subject to no liens for which Lessor would be paid to Landlordliable under any warranties of title. (b) Notwithstanding any provision hereof Lessee may assign to another Person its right, upon a purchase by Lessee, to take title to the contrary, Tenant may assign or sublet the Premises ("Permitted Transfer"), or any portion thereof, 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 Leased Property pursuant to Article XX or consolidation with Tenant or to any person or entity which acquires all the assets of Tenant as a going concern of the business Section 21.1(b) hereof; provided, that is being conducted on the Premises, (each, an "Affiliate of Tenant") provided that said assignee or subtenant assumes, in full, the obligation of Tenant under the Lease, further provided however, that: (i) Tenant Lessee shall not be in material default under the Lease beyond the applicable cure period (if any) at the time of exercise any such Permitted Transfer; option, (ii) in such assignee shall be bound by the case provisions of a Permitted Transfer following which the Tenant shall remain in existencesuch Article XX or Section 21.1(b), then Tenant shall remain fully liable pursuant as applicable, with respect to the terms and condition of Premises or the Lease (as amended Leased Property to be purchased by this Amendment)it, jointly and severally with the assignee/subtenant permitted hereby; and (iii) Tenant Lessee shall provide Landlord have delivered to Lessor proof that all necessary governmental approvals, consents and filings with written notice respect to such transfer, including the purchase of the Premises or any Leased Property by any other Person as contemplated herein, have been obtained or made, as applicable, and (iv) no such assignment or sublease shall release Lessee from its obligations under any such Section, and a copy Lessee shall remain personally liable to Lessor for the payment of the assignment or sublease documenting the Permitted Transfer prior to the effective date thereof all amounts due under any such section and shall, at all times, be obligated to ensure that proper insurance coverage is in placethis Section 23.16.

Transfer of Premises. (a) Tenant shall not assign Whenever pursuant to any provision of this Lease or subleaseLease, or grant a license or concession, or otherwise transfer the whole or any part of any Premises (except to an Affiliate of Tenant (hereinafter defined) without the prior written consent of Landlord in each case, which consent shall not be unreasonably withheld, conditioned or delayed. Any request Lessor is required to transfer this Lease all or any portion of the Premises or to any Leased Property to Lessee or to an independent third party, such transfer shall be accompanied made at Lessee's expense by the transfer by a check deed and assignment of all of Lessor's interest in and to the amount applicable Premises on an "as is, where is, with all faults" basis free and clear of one thousand dollars all Certificate Trustee Liens, without covenants or warranties of title, except for matters arising by, through or under Lessor, and otherwise without recourse, representation or warranty of any kind, and together with the due assumption by Lessee ($1,000.00or such third party) of, and due release of Lessor from, all obligations relating to help defray the cost applicable Premises and the applicable Del Monte Collateral. In connection with any transfer to an independent third party, Lessee shall execute and deliver such documents, certificates and estoppels as may be required to facilitate the transfer of reviewing samethe applicable Premises. It Any provision in this Lease or other Operative Document to the contrary notwithstanding, Lessor shall not be unreasonable for Landlord obligated to withhold consent if (i) Tenant is in default of make any such transfer until Lessor and the Lease beyond the applicable notice Participants have received all Rent and cure period (if any), (ii) the proposed transfer would violate a provision of another lease or agreement, (iii) the proposed use would be incompatible with other amounts then due and owing by Lessee hereunder and under the other uses in the Building Operative Documents. At or would increase parking or utility requirements, (iv) the proposed transferee is not sufficiently creditworthy or experienced; (v) Landlord's lender or Tenant's guarantor (if any) refuses to consent, or (vi) any other factor exists which would make Landlord's refusal reasonable under the circumstances. Tenant's request for consent shall be accompanied by sufficient documentation to allow Landlord to make a decision based on the foregoing factors. Landlord shall have the right to recapture the Premises proposed for transfer by written notice to Tenant given within thirty (30) days of the request for consent, but Landlord's failure to exercise this right shall not constitute a consent to the transfer. In the event Landlord elects to recapture all or a portion of the Premises in accordance with this Section 7.01, Tenant may, in a writing delivered to Landlord within five (5) business days of receipt of Landlord's notice that it intends to exercise its recapture right, elect to withdraw its request for Landlord to consent to the proposed assignment or sublease. If Tenant timely withdraws its request for Landlord's consent, Landlord shall not be entitled to exercise its recapture right and this Lease shall continue in full force and effect. In the case of each transfer, Tenant shall cure any outstanding defaults prior subsequent to the transfer date, and remain jointly and severally liable with the transferee for the full and timely performance or return of each and every term, covenant and condition all or any of Tenant under the Lease. All cash or other proceeds whatsoever payable by or on behalf of a transferee of this Lease or the Premises, whensoever same may be payable, shall be deemed to be rent, and 50% of any such rent in excess of the rentals payable by Tenant hereunder (determined net of Tenant's reasonable brokerage, legal and improvements costs associated Lessee will provide Lessor with such transaction) shall promptly lien and title searches as Lessor may reasonably request to demonstrate to Lessor's satisfaction that the applicable Premises are subject to no liens for which Lessor would be paid to Landlordliable under any warranties of title. (b) Notwithstanding any provision hereof Lessee may assign to another Person its right, upon a purchase by Lessee, to take title to the contrary, Tenant may assign or sublet the Premises ("Permitted Transfer"), or any portion thereof, 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 Leased Property pursuant to Article XX or consolidation with Tenant or to any person or entity which acquires all the assets of Tenant as a going concern of the business Section 21.1(b); provided, that is being conducted on the Premises, (each, an "Affiliate of Tenant") provided that said assignee or subtenant assumes, in full, the obligation of Tenant under the Lease, further provided however, that: (i) Tenant Lessee shall not be in material default under the Lease beyond the applicable cure period (if any) at the time of exercise any such Permitted Transfer; option, (ii) in such assignee shall be bound by the case provisions of a Permitted Transfer following which the Tenant shall remain in existenceArticle XX or Section 21.1(b),as applicable, then Tenant shall remain fully liable pursuant with respect to the terms and condition of Premises or the Lease (as amended Leased Property to be purchased by this Amendment)it, jointly and severally with the assignee/subtenant permitted hereby; and (iii) Tenant Lessee shall provide Landlord have delivered to Lessor proof that all necessary governmental approvals, consents and filings with written notice respect to such transfer, including the purchase of the Premises or any Leased Property by any other Person as contemplated herein, have been obtained or made, as applicable, and (iv) no such assignment or sublease shall release Lessee from its obligations under any such Section, and a copy Lessee shall remain personally liable to Lessor for the payment of the assignment or sublease documenting the Permitted Transfer prior to the effective date thereof all amounts due under any such section and shall, at all times, be obligated to ensure that proper insurance coverage is in placeSection 23.16.