Common use of Transfers to Related Entities Clause in Contracts

Transfers to Related Entities. Notwithstanding anything in this Article X to the contrary, provided no Event of Default exists under this Lease or would exist but for the pendency of any cure periods provided for under Section 20.1 (unless such Event of Default requires notice under Section 20.1 and Landlord has not delivered such notice to Tenant), Tenant may, without Landlord's consent, but after providing written notice (“Related Entity Notice”) to Landlord (unless, with respect to an Asset Sale Assignee (as defined in this Section 10.4), such prior notice is prohibited under applicable laws or any commercially reasonable confidentiality agreement, in which case Tenant may provide the Related Entity Notice within 10 days after the transaction) and subject to the provisions of Section 10.1(b)(i-v), assign this Lease or sublet all or any portion of the Premises to any Related Entity (as hereinafter defined) provided that (i) such Related Entity is not a governmental entity or agency; (ii) such Related Entity's use of the Premises would not cause Landlord to be in violation of any exclusivity agreement within the Project; (iii) the tangible net worth (computed in accordance with generally accepted accounting principles exclusive of goodwill) of either Tenant or the Affiliated Entity, in the case of an assignment to an Affiliated Entity, or the Asset Sale Assignee, in the case of an assignment to the Asset Sale Assignee, after such transfer is greater than or equal to the greater of (a) the tangible net worth of Tenant as of the Date of Lease; or (b) the tangible net worth of Tenant immediately prior to such transfer, and proof satisfactory to Landlord that such tangible net worth standards have been met shall have been delivered to Landlord concurrently with the Related Entity Notice in accordance with this Section 10.4. “Related Entity” shall be defined as (i) any parent company, subsidiary, affiliate or related corporate entity of Tenant that controls, is controlled by, or is under common control with Tenant (“Affiliated Entity”) or (ii) the assignee of Tenant’s interest under this Lease as part of the sale of all or substantially all of Tenant’s assets to such assignee in one or more transactions (“Asset Sale Assignee”).

Transfers to Related Entities. Notwithstanding anything in this Article X to the contrary, provided no Event of Default exists under this Lease or would exist but for the pendency of any cure periods provided for under Section 20.1 (unless such Event of Default requires notice under Section 20.1 and Landlord has not delivered such notice to Tenant)20.1, Tenant may, without Landlord's ’s consent, but after providing written notice (“Related Entity Notice”) to Landlord (unless, with respect to an Asset Sale Assignee (as defined in this Section 10.4), such prior notice is prohibited under applicable laws or any commercially reasonable confidentiality agreement, in which case Tenant may provide the Related Entity Notice within 10 days after the transaction) and subject to the provisions of Section 10.1(b)(i-v)) , assign this Lease or sublet all or any portion of the Premises to any Related Entity (as hereinafter defined) provided that (i) such Related Entity is not a governmental entity or agency; (ii) such Related Entity's ’s use of the Premises would not cause Landlord to be in violation of any exclusivity agreement within the Project; and (iii) the tangible net worth (computed in accordance with generally accepted accounting principles exclusive of goodwill) of either Tenant or the Affiliated Entity, in the case of an assignment to an Affiliated Entity, or the Asset Sale Assignee, in the case of an assignment to the Asset Sale Assignee, any assignee after such transfer is greater than or equal to the greater of (a) the tangible net worth of Tenant as of the Date of Lease; or (b) the tangible net worth of Tenant immediately prior to such transfer, and proof satisfactory to Landlord that such tangible net worth standards have been met shall have been delivered to Landlord concurrently with at least 10 days prior to the Related Entity Notice in accordance with this Section 10.4effective date of any such transaction. “Related Entity” shall be defined as (i) any parent company, subsidiary, affiliate or related corporate entity of Tenant that controls, is controlled by, or is under common control with Tenant (“Affiliated Entity”) or Tenant; (ii) the assignee surviving entity in the case of any merger, consolidation, acquisition, or reorganization of Tenant’s interest under this Lease as part of the sale of ; or (iii) to any person or entity which acquires all or substantially all of the assets or stock of Tenant’s assets to such assignee in one or more transactions (“Asset Sale Assignee”).. Park Ten Plaza – RigNet, Inc. Table of Contents

Transfers to Related Entities. Notwithstanding anything in this Article X to the contrary, provided no Event of Default exists under this Lease or would exist but for the pendency of any cure periods provided for under Section 20.1 (unless such Event of Default requires notice under Section 20.1 and Landlord has not delivered such notice to Tenant)21.1, Tenant may, without Landlord's ’s consent, but after providing written notice (“Related Entity Notice”) to Landlord (unless, with respect to an Asset Sale Assignee (as defined in this Section 10.4), such prior notice is prohibited under applicable laws or any commercially reasonable confidentiality agreement, in which case Tenant may provide the Related Entity Notice within 10 days after the transaction) and subject to the provisions of Section 10.1(b)(i-v)Landlord, assign this Lease or sublet all or any portion of the Premises to any Related Entity (as hereinafter defined) provided that (i) in the event of an assignment, such Related Entity assumes in full all of Tenant’s obligations under this Lease; (ii) Landlord is provided with a counterpart of the fully executed agreement of assignment or sublease; (iii) Tenant remains liable under the terms of this Lease; (iv) such Related Entity is not a governmental entity or agency; (iiv) such Related Entity's ’s use requirement does not differ from the permitted use described in Section 1.7 hereof; (vi) such Related Entity does not require additional services other than those agreed to be provided by Landlord under the terms of this Lease; (vii) such Related Entity’s use of the Premises would not cause Landlord to be in violation of any exclusivity agreement within the Project; and (iiiviii) the tangible net such Related Entity is a party of reasonable financial worth (computed and/or financial stability in accordance with generally accepted accounting principles exclusive of goodwill) of either Tenant or the Affiliated Entity, in the case of an assignment to an Affiliated Entity, or the Asset Sale Assignee, in the case of an assignment to the Asset Sale Assignee, after such transfer is greater than or equal to the greater of (a) the tangible net worth of Tenant as light of the Date responsibilities involved under this Lease on the date of Lease; such assignment or (b) the tangible net worth of Tenant immediately prior to such transfersublease, and proof satisfactory to Landlord that such tangible net worth standards have been met shall have been delivered to Landlord concurrently with at least ten (10) days prior to the Related Entity Notice in accordance with effective date of any such transaction. Sections 10.1 (a), 10.l(b), 10.l(c)(iv), 10.1(c)(v), 10.2 and 10.4 shall not apply to any assignment or sublease pursuant to this Section 10.410.5. “Related Entity” shall be defined as (i) any parent company, subsidiary, affiliate or related corporate entity of Tenant that which controls, is controlled by, or is under common control with Tenant (“Affiliated Entity”) or (ii) the assignee of Tenant’s interest under this Lease as part of the sale of all or substantially all of Tenant’s assets to such assignee in one or more transactions (“Asset Sale Assignee”).

Transfers to Related Entities. Notwithstanding anything in this Article ----------------------------- ARTICLE X to the contrary, provided no Event of Default exists under this --------- Lease or would exist but for the pendency of any cure periods provided for under Section 20.1 (unless such Event of Default requires notice under Section 20.1 and Landlord has not delivered such notice to Tenant)SECTION 21.1, Tenant may, without Landlord's consent, but after ------------ providing written notice (“Related Entity Notice”) to Landlord (unless, with respect to an Asset Sale Assignee (as defined in this Section 10.4), such prior notice is prohibited under applicable laws or any commercially reasonable confidentiality agreement, in which case Tenant may provide the Related Entity Notice within 10 days after the transaction) and subject to the provisions of Section 10.1(b)(i-v)Landlord, assign this Lease or sublet all or any portion of the Premises to any Related Entity (as hereinafter defined) provided that (i) in the event of an assignment, such Related Entity assumes in full all of Tenant's obligations under this Lease; (ii) Landlord is provided with a counterpart of the fully executed agreement of assignment or sublease; (iii) Tenant remains liable under the terms of this Lease; (iv) such Related Entity is not a governmental entity or agency; (iiv) such Related Entity's use requirement does not differ from the permitted use described in Section 1.7 hereof; (vi) such Related Entity does not require additional services other than those agreed to be provided by Landlord under the terms of this Lease; (vii) such Related Entity's use of the Premises would not cause Landlord to be in violation of any exclusivity agreement within the Project; and (iiiviii) the tangible net worth (computed in accordance with generally accepted accounting principles exclusive of goodwillprinciples) of either Tenant or the Affiliated Entity, in the case of an assignment to an Affiliated Entity, or the Asset Sale Assignee, in the case of an assignment to the Asset Sale Assignee, any assignee after such transfer is greater than or equal to the greater of (ai) the tangible net worth of Tenant as of the Date of Lease; or (bii) the tangible net worth of Tenant immediately prior to such transfer, and proof satisfactory to Landlord that such tangible net worth standards have been met shall have been delivered to Landlord concurrently with at least ten (10) days prior to the Related Entity Notice in accordance with effective date of any such transaction. SECTIONS 10.1(A), 10.1(B), 10.1(C)(IV), 10.1 (C)(V), 10.2 AND ------------------------------------------------------------- 10.4 shall not apply to any assignment or sublease pursuant to this Section 10.4SECTION ---- ------- 10.5. “"Related Entity” " shall be defined as (i) any parent company, subsidiary, ---- affiliate or related corporate entity of Tenant that which controls, is controlled by, or is under common control with Tenant (“Affiliated Entity”) or (ii) the assignee of Tenant’s interest under this Lease as part of the sale of all or substantially all of Tenant’s assets to such assignee in one or more transactions (“Asset Sale Assignee”).