Common use of Assignment and Sub Clause in Contracts

Assignment and Sub. subletting 8.1 Subtenant shall not assign, sell, transfer (whether by operation of law or otherwise), pledge, mortgage or otherwise encumber this Sublease or any portion of its interest in the Sublease Premises, nor sub-sublet all or any portion of the Sublease Premises, without the prior written consent of Sublandlord and Overlandlord (with respect to Overlandlord, only if required under Article 14 of the ▇▇▇▇▇▇▇▇▇ and in accordance with the same standard of consent set forth therein). As a further condition to Section 14 of the ▇▇▇▇▇▇▇▇▇, the proposed sub-sublessee or assignee must have a net worth at least equal to or in excess of the greater of the net worth of Subtenant (a) on the date hereof or (b) immediately prior to a proposed sub-sublease or assignment. 8.2 Notwithstanding anything to the contrary contained in the ▇▇▇▇▇▇▇▇▇, Subtenant and Sublandlord agree that in the event Overlandlord is entitled to any portion of the Rent Differential under Section 14.5 of the ▇▇▇▇▇▇▇▇▇ (the “Overlandlord Profit”) in connection with any subsequent assignment or sub-sublease of this Sublease (as and to the extent herein permitted), the Overlandlord Profit shall be deducted from the total consideration paid to Subtenant by any such assignee or sub-subtenant prior to any profit calculation and sharing by and between Subtenant and Sublandlord. 8.3 Notwithstanding anything to the contrary contained herein, Sublandlord shall have no obligation to consent to more than one (1) proposed assignment or sub-subletting during the Term and Sublandlord may withhold consent to any additional proposed assignment or sub-subletting in its sole and absolute discretion. For the avoidance of doubt, nothing contained in this Section 8 shall require Sublandlord to consent to any proposed assignment or sub-subletting during the Term as Subtenant’s right to assign this Sublease or sub-sublet the Sublease Premises remains subject to the terms and conditions of this Sublease (including, without limitation, this Section 8) and the ▇▇▇▇▇▇▇▇▇. 8.4 Subtenant hereby acknowledges that Sublandlord shall have the right to transfer or assign this Sublease to the Overlandlord at any time during the Term as part of an earlier termination of the ▇▇▇▇▇▇▇▇▇ and provided that this Sublease remains in full force and effect as a direct lease between Subtenant and Overlandlord pursuant to the Consent or other written agreement between Overlandlord and Subtenant. Nothing in this Section 8.4 is intended to modify or abrogate the provisions of Section 5.1(b) hereof. 8.5 Subject to the consent and approval of Overlandlord, unless so waived in the Overlandlord’s Consent, Sublandlord hereby agrees that Section 14.10 of the ▇▇▇▇▇▇▇▇▇ relating to a “Permitted Transfer” applies to any transfer by Subtenant under this Sublease and that the transfer of fifty percent (50%) or more of the Subtenant’s stock in a private equity transaction shall not constitute an assignment or sublease requiring the consent or approval of Sublandlord.