Common use of Transfer Premium Clause in Contracts

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any Transfer Premium received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per RSF basis if less than all of the Premises is transferred. The Transfer Premium shall be calculated after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent or other economic concessions (including use of furniture, fixtures and equipment) reasonably provided to the Transferee, (iii) any brokerage commissions and reasonable legal fees and other professional fees incurred by Tenant in connection with the Transfer, and (iv) any amounts payable to Landlord under Section 14.1 above (collectively, "Transfer Costs"). Tenant shall first recoup all Transfer Costs from the Transferee before any Transfer Premium must be paid to Landlord. "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per RSF rentable square foot basis if less than all of the Premises is transferred. The Transfer Premium shall be calculated , after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent or other economic concessions (including use of furniture, fixtures and equipment) reasonably provided to the Transferee in connection with the Transfer (provided that such free rent shall be deducted only to the extent the same is included in the calculation of total consideration payable by such Transferee), and (iii) any brokerage commissions and reasonable legal fees and other professional fees incurred by Tenant in connection with the Transfer, Transfer and (iv) any amounts payable to Landlord under Section 14.1 above legal fees reasonably incurred in connection with the Transfer (collectively, "Transfer Tenant's Subleasing Costs"). Tenant shall first recoup all Transfer Costs from the Transferee before any Transfer Premium must be paid to Landlord. "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the amount of Landlord's applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer. For purposes of calculating the Transfer Premium on a monthly basis, Tenant's Subleasing Costs shall be deemed to be expended by Tenant in equal monthly amounts over the entire term of the Transfer.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee. "“Transfer Premium" ” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per RSF rentable square foot basis if less than all of the Premises is transferred. The Transfer Premium shall be calculated , after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements (including demising costs) to the Premises in connection with the Transfer, (ii) any free base rent or other economic concessions (including use of furniture, fixtures and equipment) reasonably provided to the Transferee in connection with the Transfer (provided that such free rent shall be deducted only to the extent the same is included in the calculation of total consideration payable by such Transferee), and (iii) any brokerage commissions and reasonable legal fees and other professional fees incurred by Tenant in connection with the Transfer, Transfer and (iv) any amounts payable to Landlord under Section 14.1 above legal fees reasonably incurred in connection with the Transfer (collectively, "Transfer “Tenant’s Subleasing Costs"”). Tenant shall first recoup all Transfer Costs from the Transferee before any Transfer Premium must be paid to Landlord. "“Transfer Premium" ” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the amount of Landlord’s applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer.

Transfer Premium. If Landlord consents to a Transfer, as a condition ---------------- thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer PremiumTRANSFER PREMIUM" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per RSF rentable square foot basis if less than all of the Premises is transferred. The Transfer Premium shall be calculated , after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent or other economic concessions (including use of furniture, fixtures and equipment) reasonably provided to the Transferee, and (iii) any brokerage commissions and reasonable legal fees and other professional fees incurred by Tenant in connection with the Transfer, and (iv) any amounts payable to Landlord under Section 14.1 above (collectively, "Transfer Costs"). Tenant shall first recoup all Transfer Costs from the Transferee before any Transfer Premium must be paid to Landlord. "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer. In the calculations of the Rent (as it relates to the Transfer Premium calculated under this Section 14.3), and the Transferee's Rent and Quoted Rent under Section 14.2 of this Lease, the Rent paid during each annual period for the Subject Space, and the Transferee's Rent and the Quoted Rent, shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee and all leasehold concessions granted in connection with therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of calculating any such Transfereffective rent all such concessions shall be amortized on a straight-line basis over the relevant term.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee. "“Transfer Premium" ” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per RSF rentable square foot basis if less than all of the Premises is transferred. The Transfer Premium shall be calculated , after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent or other economic concessions (including use of furniture, fixtures and equipment) reasonably provided to the Transferee, and (iii) any brokerage commissions and reasonable legal fees and other professional fees incurred by Tenant in connection with the Transfer, and (iv) any amounts payable to Landlord under Section 14.1 above (collectively, "Transfer Costs"). Tenant shall first recoup all Transfer Costs from the Transferee before any Transfer Premium must be paid to Landlord. "“Transfer Premium" ” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such TransferTransfer (excluding any bona-fide consideration payable to Tenant in connection with Tenant’s sale of its business separate and apart from its leasehold interest documented herein), and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per RSF rentable square foot basis if less than all of the Premises is transferred. The Transfer Premium shall be calculated , after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent or other economic concessions (including use of furniture, fixtures and equipment) reasonably provided to the Transferee, and (iii) any commercially reasonable brokerage commissions and reasonable legal fees and other professional fees incurred by Tenant in connection with the Transfer, and (iv) any amounts payable to Landlord under Section 14.1 above (collectively, "Transfer Costs"). Tenant shall first recoup all Transfer Costs from the Transferee before any Transfer Premium must be paid to Landlord. "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. In the calculations of the Rent (as it relates to the Transfer Premium calculated under this Section 14.3), and the Transferee's Rent and Quoted Rent under Section 14.2 of this Lease, the Rent paid during each annual period for the Subject Space, and the Transferee's Rent and the Quoted Rent, shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per RSF rentable square foot basis if less than all of the Premises is transferred. The Transfer Premium shall be calculated , and after deducting the reasonable expenses incurred by Tenant for deduction of (i) any changes, alterations and costs of improvements made to the Premises Subject Space in connection with the such Transfer, (ii) any free base rent or other economic concessions (including use of furniture, fixtures and equipment) reasonably provided to the Transfereebrokerage commissions paid in connection with such Transfer, (iii) any brokerage commissions and reasonable legal fees and other professional fees incurred by Tenant in connection with the such Transfer, and (iv) any amounts payable other concessions provided to Landlord under Section 14.1 above (collectively, "Transfer Costs"). Tenant shall first recoup all Transfer Costs from the Transferee before any Transfer Premium must be paid to Landlordtransferee. "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the amount of Landlord's applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty seventy-five percent (5075%) of any "Transfer Premium Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per RSF rentable square foot basis if less than all of the Premises is transferred. The Transfer Premium shall be calculated , after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent or other economic concessions (including use of furniture, fixtures and equipment) reasonably provided to the Transferee in connection with the Transfer (provided that such free rent shall be deducted only to the extent the same is included in the calculation of total consideration payable by such Transferee), and (iii) any brokerage commissions and reasonable legal fees and other professional fees incurred by Tenant in connection with the Transfer, Transfer and (iv) any amounts payable to Landlord under Section 14.1 above legal fees reasonably incurred in connection with the Transfer (collectively, "Transfer Tenant's Subleasing Costs"). Tenant shall first recoup all Transfer Costs from the Transferee before any Transfer Premium must be paid to Landlord. "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Landlord shall make a determination of the amount of Landlord's applicable share of the Transfer Premium on a monthly basis as rent or other consideration is paid by Transferee to Tenant under the Transfer. For purposes of calculating the Transfer Premium on a monthly basis, Tenant's Subleasing Costs shall be deemed to be expended by Tenant in equal monthly amounts over the entire term of the Transfer.

Transfer Premium. If Landlord consents to a Transfer, as a condition ---------------- thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty seventy-five percent (5075%) of any "Transfer Premium Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per RSF rentable square foot basis if less than all of the Premises is transferred. The Transfer Premium shall be calculated , after deducting the reasonable expenses incurred by Tenant for (i) any free base rent reasonably provided to the Transferee, (ii) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent or other economic concessions (including use of furniture, fixtures and equipment) reasonably provided to the Transferee, (iii) any legal expenses and any brokerage commissions and reasonable legal fees and other professional fees incurred by Tenant in connection with the Transfer, and (iv) any amounts payable to Landlord under Section 14.1 above (collectively, "Transfer Costs"). Tenant shall first recoup all Transfer Costs from the Transferee before any Transfer Premium must be paid to Landlord. "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. In the calculations of the Rent (as it relates to the Transfer Premium calculated under this Section 14.3), and the Transferee's Rent and Quoted Rent under Section 14.2 of this Lease, the Rent paid during each annual period for the Subject Space, and the Transferee's Rent and the Quoted Rent, shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term.

Transfer Premium. If Except as otherwise provided in Section 14.7 below, if Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any the Transfer Premium received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration (excluding any consideration for business assets) payable by such Transferee in connection with the Transfer which is in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer Transfer, on a per RSF rentable square foot basis if less than all of the Premises is transferred. The Transfer Premium shall be calculated , after deducting the reasonable expenses incurred by Tenant for (i) any reasonable changes, alterations and improvements to the Premises in connection with the TransferTransfer (but only to the extent approved by Landlord), and (ii) any free base rent or other economic concessions (including use of furniture, fixtures and equipment) reasonably provided to the Transferee, (iii) any actual out-of-pocket brokerage commissions and reasonable legal attorneys’ fees and other professional fees incurred by Tenant paid in connection with the Transfer. Notwithstanding the foregoing to the contrary, and (iv) any amounts payable to Landlord under Section 14.1 above (collectively, "Transfer Costs"). Tenant consideration for business assets shall first recoup all Transfer Costs not be excluded from the Transferee before any calculation of the Transfer Premium must be paid to Landlordthe extent (A) their exclusion (1) is a subterfuge to avoid Tenant's obligations under this Section 14.3, and/or (2) such business assets were received by Tenant from such Transferee in lieu of any rent, additional rent or other consideration that would have been received by Tenant from such Transferee under this Section 14.3, and/or (B) Landlord determines, in its business judgment, that such consideration was for the leasehold value and not for general business assets. "Transfer Premium" Premium shall also include, but not be limited to, key money, money and bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee. "“Transfer Premium" ” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per RSF rentable square foot basis if less than all of the Premises is transferred. The Transfer Premium shall be calculated , after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent or other economic concessions (including use of furniture, fixtures and equipment) reasonably provided to the Transferee, and (iii) any commercially reasonable brokerage commissions and reasonable legal fees and other professional fees incurred by Tenant in connection with the Transfer, and (iv) any amounts payable to Landlord under Section 14.1 above (collectively, "Transfer Costs"). Tenant shall first recoup all Transfer Costs from the Transferee before any Transfer Premium must be paid to Landlord. "“Transfer Premium" ” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. In the calculations of the Rent (as it relates to the Transfer Premium calculated under this Section 14.3), and the Transferee’s Rent and Quoted Rent under Section 14.2 of this Lease, the Rent paid during each annual period for the Subject Space, and the Transferee’s Rent and the Quoted Rent, shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and improvement allowance. For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per RSF rentable square foot basis if less than all of the Premises is transferred. The Transfer Premium shall be calculated , and after deducting the reasonable expenses incurred by Tenant for deduction of (i) any changes, alterations and costs of improvements made to the Premises Subject Space in connection with the such Transfer, (ii) any free base brokerage commissions and reasonable marketing costs paid in connection with such Transfer, (iii) rent or other economic concessions (including use of furniture, fixtures and equipment) reasonably provided abatement granted to the Transferee, and (iii) any brokerage commissions and reasonable legal fees and other professional fees incurred by Tenant in connection with the such Transfer, and (iv) any amounts payable to Landlord under Section 14.1 above (collectively, "Transfer Costs"). Tenant shall first recoup all Transfer Costs from the Transferee before any Transfer Premium must be paid to Landlord. "Transfer Premium" shall also include, but not be limited to, key money, money and bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer, where the payment in excess of fair market value was made for the purpose of circumventing the obligation of Tenant to pay Landlord any amount due as a Transfer Premium for rental payments related to the Premises . For clarity, the Transfer Premium shall exclude any consideration payable by Transferee (and/or payable to Tenant) generally related to the Transfer itself (e.g. merger consideration, consideration for sale of assets, stock transfer, investments, financings, etc.) and unrelated to the Transferee’s use of the Premises. The determination of the amount of Landlord's applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer.

Transfer Premium. If Except with respect to a Permitted Transfer, if Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee. "“Transfer Premium" ” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per RSF rentable square foot basis if less than all of the Premises is transferred. The Transfer Premium shall be calculated , after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent or other economic concessions (including use of furniture, fixtures and equipment) reasonably provided to the Transferee in connection with the Transfer (provided that such free rent shall be deducted only to the extent the same is included in the calculation of total consideration payable by such Transferee), and (iii) any brokerage commissions and reasonable legal fees and other professional fees incurred by Tenant in connection with the Transfer, Transfer and (iv) any amounts payable to Landlord under Section 14.1 above legal fees reasonably incurred in connection with the Transfer (collectively, "Transfer “Tenant’s Subleasing Costs"”). Tenant shall first recoup all Transfer Costs from the Transferee before any Transfer Premium must be paid to Landlord. "“Transfer Premium" ” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Landlord shall make a determination of the amount of Landlord’s applicable share of the Transfer Premium on a monthly basis as rent or other consideration is paid by Transferee to Tenant under the Transfer. For purposes of calculating the Transfer Premium on a monthly basis, Tenant’s Subleasing Costs shall be deemed to be expended by Tenant in equal monthly amounts over the entire term of the Transfer.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee. "“Transfer Premium" ” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer Lease, on a per RSF rentable square foot basis if less than all of the Premises is transferred. The Transfer Premium shall be calculated , after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the TransferTransfer or any improvement allowances provided to Transferee in connection therewith, (ii) any free base rent or other economic concessions (including use of furniture, fixtures and equipment) reasonably provided to the Transferee, (iii) any brokerage commissions and reasonable legal fees and other professional fees incurred by Tenant in connection with the Transfer, and (iviii) any amounts payable costs to Landlord under Section 14.1 above (collectively, "Transfer Costs")buy-out or takeover the previous lease of a Transferee. Tenant shall first recoup all Transfer Costs from the Transferee before any Transfer Premium must be paid to Landlord. "“Transfer Premium" ” shall also include, but not be limited to, key money, money and bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. In the calculations of the Rent (as it relates to the Transfer Premium calculated under this Section 14.3), and the Transferee’s Rent and Quoted Rent under Section 14.2 of this Lease, the Rent paid during each annual period for the Subject Space, and the Transferee’s Rent and the Quoted Rent, shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of calculating any such effective rent, all such concessions shall be amortized on a straight-line basis over the relevant term.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee. "“Transfer Premium" ” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per RSF rentable square foot basis if less than all of the Premises is transferred. The Transfer Premium shall be calculated , and after deducting the reasonable expenses incurred by Tenant for deduction of (i) any changes, alterations and costs of improvements made to the Premises Subject Space in connection with the such Transfer, (ii) any free base brokerage commissions and reasonable marketing costs paid in connection with such Transfer, (iii) rent or other economic concessions (including use of furniture, fixtures and equipment) reasonably provided abatement granted to the Transferee, and (iii) any brokerage commissions and reasonable legal fees and other professional fees incurred by Tenant in connection with the such Transfer, and (iv) any amounts payable to Landlord under Section 14.1 above (collectively, "Transfer Costs"). Tenant shall first recoup all Transfer Costs from the Transferee before any Transfer Premium must be paid to Landlord. "“Transfer Premium" ” shall also include, but not be limited to, key money, money and bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer, where the payment in excess of fair market value was made for the purpose of circumventing the obligation of Tenant to pay Landlord any amount due as a Transfer Premium for rental payments related to the Premises . For clarity, the Transfer Premium shall exclude any consideration payable by Transferee (and/or payable to Tenant) generally related to the Transfer itself (e.g. merger consideration, consideration for sale of assets, stock transfer, investments, financings, etc.) and unrelated to the Transferee’s use of the Premises. The determination of the amount of Landlord’s applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration payable paid to Tenant by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per RSF rentable square foot basis if less than all of the Premises is transferred. The Transfer Premium shall be calculated , after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent or other economic concessions (including use of furniture, fixtures and equipment) reasonably provided to the Transferee, and (iiiii) any brokerage commissions and reasonable commissions, legal fees and other professional fees incurred or improvement allowances paid by Tenant in connection with the Transfer, and (iv) any amounts payable to Landlord under Section 14.1 above (collectively, "Transfer Costs"). Tenant shall first recoup all Transfer Costs from the Transferee before any Transfer Premium must be paid to Landlord. "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. In the calculations of the Rent (as it relates to the Transfer Premium calculated under this Section 14.3), the Rent paid during each annual period for the Subject Space shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee. "“Transfer Premium" ” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per RSF rentable square foot basis if less than all of the Premises is transferred. The Transfer Premium shall be calculated , after first deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises Premises, or allowances in lieu thereof, in connection with the Transfer, (ii) any free base rent or other economic concessions (including use of furniture, fixtures and equipment) reasonably provided to the Transferee in connection with the Transfer (provided that such free rent shall be deducted only to the extent the same is included in the calculation of total consideration payable by such Transferee), and (iii) any brokerage commissions and reasonable legal fees and other professional fees incurred by Tenant in connection with the Transfer, Transfer and (iv) any amounts payable to Landlord under Section 14.1 above legal fees reasonably incurred in connection with the Transfer (collectively, "Transfer “Tenant’s Subleasing Costs"”). Tenant shall first recoup all Transfer Costs from the Transferee before any Transfer Premium must be paid to Landlord. "“Transfer Premium" ” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Landlord shall make a determination of the amount of Landlord’s applicable share of the Transfer Premium on a monthly basis as rent or other consideration is paid by Transferee to Tenant under the Transfer. For purposes of calculating the Transfer Premium on a monthly basis, Tenant’s Subleasing Costs shall be deemed to be expended by Tenant in equal monthly amounts over the entire term of the Transfer.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee. "“Transfer Premium" ” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per RSF rentable square foot basis if less than all of the Premises is transferred. The Transfer Premium shall be calculated , after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent or other economic concessions (including use of furniture, fixtures and equipment) reasonably provided to the Transferee in connection with the Transfer (provided that such free rent shall be deducted only to the extent the same is included in the calculation of total consideration payable by such Transferee), and (iii) any brokerage commissions and reasonable legal fees and other professional fees incurred by Tenant in connection with the Transfer, Transfer and (iv) any amounts payable to Landlord under Section 14.1 above legal fees reasonably incurred in connection with the Transfer (collectively, "Transfer “Tenant’s Subleasing Costs"”). Tenant shall first recoup all Transfer Costs from the Transferee before any Transfer Premium must be paid to Landlord. "“Transfer Premium" ” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with consideration for such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. For purposes of calculating the Transfer Premium on a monthly basis, Tenant’s Subleasing Costs shall be deemed to be expended by Tenant in equal monthly amounts over the entire term of the Transfer.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium Premium,” as that term is defined in this Section 14.4, received by Tenant from such Transferee. "“Transfer Premium" ” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Base Monthly Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per RSF rentable square foot basis if less than all of the Premises is transferred. The Transfer Premium shall be calculated , after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent or other economic concessions (including use of furniture, fixtures and equipment) reasonably provided to the Transferee in connection with the Transfer (provided that such free rent shall be deducted only to the extent the same is included in the calculation of total consideration payable by such Transferee), and (iii) any brokerage commissions and reasonable legal fees and other professional fees incurred by Tenant in connection with the Transfer, Transfer and (iv) any amounts payable to Landlord under Section 14.1 above legal fees reasonably incurred in connection with the Transfer (collectively, "Transfer “Tenant’s Subleasing Costs"”). Tenant shall first recoup all Transfer Costs from the Transferee before any Transfer Premium must be paid to Landlord. "‘‘Transfer Premium" ” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Landlord shall make a determination of the amount of Landlord’s applicable share of the Transfer Premium on a monthly basis as rent or other consideration is paid by Transferee to Tenant under the Transfer. For purposes of calculating the Transfer Premium on a monthly basis, Tenant’s Subleasing Costs shall be deemed to be expended by Tenant in equal monthly amounts over the entire term of the Transfer.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer PremiumTRANSFER PREMIUM" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per RSF rentable square foot basis if less than all of the Premises is transferred. The Transfer Premium shall be calculated , after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent or other economic concessions (including use of furniture, fixtures and equipment) reasonably provided to the Transferee, and (iii) any brokerage commissions and reasonable legal fees and other professional fees incurred by Tenant in connection with the Transfer, and (iv) any amounts payable to Landlord under Section 14.1 above (collectively, "Transfer Costs"). Tenant shall first recoup all Transfer Costs from the Transferee before any Transfer Premium must be paid to Landlord. "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. In the calculations of the Rent (as it relates to the Transfer Premium calculated under this Section 14.3), and the Transferee's Rent and Quoted Rent under Section 14.2 of this Lease, the Rent paid during each annual period for the Subject Space, and the Transferee's Rent and the Quoted Rent, shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term.