Common use of Transfer; Subletting and Assignment Clause in Contracts

Transfer; Subletting and Assignment. Except as otherwise expressly provided in this Article IX, Tenant shall not, directly or indirectly, effect, suffer or permit (a) any Transfer with respect to Tenant’s interest in this Lease or the Demised Premises or (b) any Corporate Transaction with respect to Tenant or any Lease Guarantor without, in each case, Landlord’s prior written consent, which consent (i) to the extent that any such Transfer consists of a sublease (other than a Permitted Sublease), shall not be unreasonably withheld, conditioned or delayed, and (ii) with respect to any such Corporate Transaction or other Transfer (except to the extent that such Corporate Transaction or Transfer is otherwise expressly permitted under this Lease) may be granted or withheld in Landlord’s sole and absolute discretion. Notwithstanding anything to the contrary herein, in no event shall the following Transfers require Landlord’s consent or be subject to the provisions of this Article IX: (A) any Transfer of Equity Interests, Merger or Division if (I) such transaction does not involve Tenant, any Lease Guarantor or any other Required Subsidiary, (II) such transaction does not result in a Change of Control, directly or indirectly, of any Tenant Party, and (III) either (x) such transaction does not result in a reduction of the Tangible Net Worth of the Lease Guarantors or (y) the Lease Guarantors will have a Tangible Net Worth, immediately following such transaction, that is equal to or greater than the Reference Net Worth; provided, however, that (aa) if such transaction involves the Transfer of direct or indirect Equity Interests in Tenant of twenty percent (20%) or less and such Transfer does not result in a Change of Control, directly or indirectly, of any Tenant Party, then Landlord’s consent to such transaction shall not be required and Tenant shall not be required to deliver to Landlord any Notice of such transaction and (bb) if such transaction involves the Transfer of direct or indirect Equity Interests in Tenant of more than twenty percent (20%), then not more than thirty (30) days after such transaction Tenant shall deliver to Landlord a certification of the percentage interest transferred and that (AA) the Tangible Net Worth of the Lease Guarantors immediately following such transaction is equal to or greater than the Reference Net Worth or (BB) such Transfer of direct or indirect Equity Interests in Tenant did not result in a reduction in the Tangible Net Worth of the Lease Guarantors; (B) any initial public offering of Equity Interests pursuant to an effective registration statement or any Transfer of Equity Interests in a public company whose Equity Interests are (or will be, following such initial public offering) traded on a nationally or internationally recognized exchange or nationally or internationally recognized over the counter market; (C) any Corporate Transaction as to which Simon (and/or any of its Affiliates) and/or Brookfield (and/or any of its Affiliates) is the Transferee; (D) any Transfer of direct or indirect Equity Interests in, or a Corporate Transaction at or above the level of, Simon Property Group, L.P. (or any of its successors); (E) any Transfer of direct or indirect Equity Interests in, or a Corporate Transaction at or above the level of, Brookfield (or any of its successors); or (F) any Corporate Transaction which results in a Change of Control of any or all of the Tenant Parties so long as, upon the consummation of such Corporate Transaction, the Lease Guarantors shall have a Tangible Net Worth that is equal to or greater than the Reference Net Worth. Any assignment, subletting, Corporate Transaction or other Transfer in violation of this Article IX shall be void ab initio and of no force or effect. Tenant acknowledges and agrees that the restrictions on Transfers set forth in this Article IX are reasonable, have been specifically negotiated and bargained for between the Parties and are a material inducement to Landlord entering into this Lease without which Landlord would not enter into this Lease.

Transfer; Subletting and Assignment. Except as otherwise expressly provided in this Article IX, Tenant shall not, directly or indirectly, effect, suffer or permit (a) any Transfer with respect to Tenant’s interest in this Lease or the Demised Premises or (b) any Corporate Transaction with respect to Tenant or any Lease Guarantor without, in each case, Landlord’s prior written consent, which consent (i) to the extent that any such Transfer consists of a sublease (other than a Permitted Sublease), shall not be unreasonably withheld, conditioned or delayed, and (ii) with respect to any such Corporate Transaction or other Transfer (except to the extent that such Corporate Transaction or Transfer is otherwise expressly permitted under this Lease) may be granted or withheld in Landlord’s sole and absolute discretion. Notwithstanding anything to the contrary herein, in no event shall the following Transfers require Landlord’s consent or be subject to the provisions of this Article IX: (A) any Transfer of Equity Interests, Merger or Division if (I) such transaction does not involve Tenant, any Lease Guarantor or any other Required Subsidiary, (II) such transaction does not result in a Change of Control, directly or indirectly, of any Tenant Party, and (III) either (x) such transaction does not result in a reduction of the Tangible Net Worth of the Lease Guarantors or (y) the Lease Guarantors will have a Tangible Net Worth, immediately following such transaction, that is equal to or greater than the Reference Net Worth; provided, however, that (aa) if such transaction involves the Transfer of direct or indirect Equity Interests in Tenant of twenty percent (20%) or less and such Transfer does not result in a Change of Control, directly or indirectly, of any Tenant Party, then Landlord’s consent to such transaction shall not be required and Tenant shall not be required to deliver to Landlord any Notice of such transaction and (bb) if such transaction involves the Transfer of direct or indirect Equity Interests in Tenant of more than twenty percent (20%), then not more than thirty (30) days after such transaction Tenant shall deliver to Landlord a certification of the percentage interest transferred and that (AA) the Tangible Net Worth of the Lease Guarantors immediately following such transaction is equal to or greater than the Reference Net Worth or (BB) such Transfer of direct or indirect Equity Interests in Tenant did not result in a reduction in the Tangible Net Worth of the Lease Guarantors; (B) any initial public offering of Equity Interests pursuant to an effective registration statement or any Transfer of Equity Interests in a public company whose Equity Interests are (or will be, following such initial public offering) traded on a nationally or internationally recognized exchange or nationally or internationally recognized over the counter market; (C) any Corporate Transaction as to which Simon (and/or any of its Affiliates) and/or Brookfield (and/or any of its Affiliates) is the Transferee; (D) any Transfer of direct or indirect Equity Interests in, or a Corporate Transaction at or above the level of, Simon Property Group, L.P. (or any of its successors); (E) any Transfer of direct or indirect Equity Interests in, or a Corporate Transaction at or above the level of, Brookfield (or any of its successors); or (F) any Corporate Transaction which results in a Change of Control of any or all of the Tenant Parties so long as, upon the consummation of such Corporate Transaction, the Lease Guarantors shall have a Tangible Net Worth that is equal to or greater than the Reference Net Worth. Any assignment, subletting, Corporate Transaction or other Transfer in violation of this Article IX shall be void ab initio and of no force or effect. Tenant acknowledges and agrees that the restrictions on Transfers set forth in this Article IX are reasonable, have been specifically negotiated and bargained for between the Parties and are a material inducement to Landlord entering into this Lease without which Landlord would not enter into this Lease. The Parties acknowledge and agree that Permitted Licenses shall not (and shall not be deemed to) constitute subleases.