Common use of Assignment; Sublease Clause in Contracts

Assignment; Sublease. Neither Tenant nor Tenant's legal representatives or successors in interest, by operation of law or otherwise, may or shall assign this Lease, or sublet or permit all or any part of the Premises to be used by others, without the prior written consent of Landlord in each instance. Landlord agrees that it will not unreasonably withhold or delay its consent to such a subletting or such an assignment. Any mortgage, pledge, encumbrance, or transfer, whether voluntary, involuntary or by operation of law, is and shall be deemed an assignment hereunder. Additionally, if Tenant is not an individual, any merger, consolidation, reorganization, or liquidation of Tenant, and any sale or transfer of a majority of any member’s, partner’s or stockholder’s interest in Tenant during the term of this Lease shall constitute an assignment for purposes of this paragraph. Any assignment or subletting without Landlord’s prior written consent shall be voidable by Landlord. Despite Landlord’s consent to any assignment or subletting, Tenant, and all guarantors of Tenant’s performance hereunder, shall continue to remain completely liable for the performance of all of the obligations of Tenant under this Lease. Landlord, at its option, may prescribe the substance and form of such assignment or sublease documents. In the event of the transfer, sale or assignment by Landlord of its interest in this Lease and/or the real property or building containing the Premises, either of which it may do at its sole option, Landlord shall upon such transfer, sale or assignment be released from any further obligations hereunder, and Tenant agrees to attorn to and look solely to Landlord's successor in interest for performance of Landlord’s obligations hereunder and to release and hold Landlord harmless from all claims arising from or after such transfer, sale or assignment.

Assignment; Sublease. Neither Tenant nor Tenant's legal representatives or successors in interest, by operation of law or otherwise, Landlord may or shall assign this Lease, or sublet or permit all or any part of the Premises provided said assignee will assume, recognize and become responsible to be used by othersTenant for, without the prior written consent of Landlord in each instance. Landlord agrees that it will not unreasonably withhold or delay its consent to such a subletting or such an assignment. Any mortgage, pledge, encumbrance, or transfer, whether voluntary, involuntary or by operation of law, is and shall be deemed an assignment hereunder. Additionally, if Tenant is not an individual, any merger, consolidation, reorganization, or liquidation of Tenant, and any sale or transfer of a majority of any member’s, partner’s or stockholder’s interest in Tenant during the term of this Lease shall constitute an assignment for purposes of this paragraph. Any assignment or subletting without Landlord’s prior written consent shall be voidable by Landlord. Despite Landlord’s consent to any assignment or subletting, Tenant, and all guarantors of Tenant’s performance hereunder, shall continue to remain completely liable for the performance of all of the obligations of Tenant terms and conditions to be performed by Landlord under this Lease. LandlordUpon not less than fifteen (15) days prior written notice (to the extent not prohibited by securities laws), at Landlord agrees that Tenant may assign or sublet this Lease in whole or part to any person or business entity which is licensed by the FCC to operate wireless communications, is a parent, subsidiary or affiliate of Tenant, controls or is controlled by or under common control with Tenant, is merged or consolidated with Tenant or purchases a majority or controlling interest in the ownership or assets of Tenant. Upon notification to Landlord by Tenant of any such assignment including a certified copy of the assignment/ sublease agreement, Tenant shall be relieved of all future performance, liabilities and obligations under this Lease provided that (i) Tenant delivers written evidence satisfactory to Landlord in its optionreasonable judgment that such assignee has a net worth (determined in accordance with generally accepted accounting principles) of not less than $10 million, may prescribe and (ii) such assignee has agreed, pursuant to a written instrument delivered to Landlord by ▇▇▇▇▇▇, to be liable for and bound by all future performance, liabilities and obligations under this Lease, and (III) in the substance and form event that any rents or other monies are received by Tenant from any assignee or sublessee; then as additional rent Tenant agrees to pay landlord an amount equal to fifty percent (50%) of such that income during the term that the assignment or sublease documentsis in effect. In The additional amounts shall be paid to Landlord twenty (20) days after the event date that the sums are received by Tenant pursuant to Tenant agreement with its assignee or sublessee; (iv) Tenant shall pay Landlord an administrative fee for the review and/or preparation of any necessary documents in the amount currently charged by Landlord at the time of the transferreview of the assignment/ sublease agreements; (but in no event to exceed one thousand dollars (1,000)). Tenant may not otherwise assign or sublet this Lease without Landlord's consent, sale not to be unreasonably withheld or assignment by Landlord of its delayed. Additionally, Tenant may mortgage, assign and/or grant a security interest in this Lease and/or and ▇▇▇▇▇▇'s Equipment shown in Schedule B, to ▇▇▇▇▇▇'s mortgagees or holders of security interests, including their successors or assigns (hereinafter collectively referred to as "Mortgagees"), provided such Mortgagees agree to be bound by the real property or building containing the Premises, either terms and provisions of which it may do at its sole optionthis Lease. In such event, Landlord shall upon execute such transfer, sale or assignment consent to leasehold financing as may reasonably be released from any further obligations hereunder, and Tenant required by Mortgagees. ▇▇▇▇▇▇▇▇ agrees to attorn to notify Tenant and look solely to Landlord▇▇▇▇▇▇'s successor in interest for performance Mortgagees (if notified of Landlord’s obligations hereunder any such Mortgagees) simultaneously of any default by Tenant and to release and hold Landlord harmless from all claims arising from or give Mortgagees the same right to cure any default as Tenant except that the cure period for any Mortgagee shall not be less than ten (10) days after such transfer, sale or assignmentreceipt of the default notice.

Assignment; Sublease. Neither Tenant nor Tenant's legal representatives may not assign or successors in interest, by operation of law or otherwise, may or shall assign encumber this Lease, or and may not sublet or permit all or any part or all of the Premises to be used by others, without the prior written consent of Landlord in each instance. Landlord agrees that it will first had and obtained, such consent not to be unreasonably withhold or delay its consent to such a subletting or such an assignment. Any mortgage, pledge, encumbrance, or transfer, whether voluntary, involuntary or by operation of law, is and shall be deemed an assignment hereunder. Additionally, if Tenant is not an individual, any merger, consolidation, reorganization, or liquidation of Tenant, and any sale or transfer of a majority of any member’s, partner’s or stockholder’s interest in Tenant during the term of this Lease shall constitute an assignment for purposes of this paragraphwithheld. Any assignment or subletting without sublease to which Landlord may consent (one consent not being any basis to contend that Landlord should consent to a further change) shall not relieve Tenant of any or all of its obligations hereunder. In no event shall this Lease be assignable by operation of any law, and Tenant's rights hereunder may not become, and shall not be listed by Tenant as an asset under any bankruptcy, insolvency or reorganization proceedings. Tenant is not, may not become, and shall never represent itself to be an agent of Landlord’s prior written consent , and Tenant expressly recognizes that Landlord's title is paramount, and that it can do nothing to affect or impair Landlord's title. In the event Tenant elects to sublease or assign all or part of the Premises, Landlord reserves the right to recapture that portion of the Premises which Tenant intends to sublease or assign for the purpose of Landlord pursuing a direct lease with a third party tenant. In the event that Landlord elects not to recapture that portion of the Premises Tenant intends to sublease or assign, then Tenant shall be voidable entitled to one hundred (100%) of the rental income paid by subtenant(s) or assignee. Notwithstanding the foregoing, Tenant shall have the right, without the further consent of Landlord. Despite Landlord’s consent , to assign its interest in this Lease to any assignment parent, affiliate, or subletting, subsidiary of Tenant, and or any entity acquiring substantially all guarantors of Tenant’s performance hereunder's assets or otherwise acquiring Tenant through merger or acquisition, in which event however Tenant shall continue to remain completely liable for the fullfillment of , and undertakes to ensure the performance by the assignee of ,all of the obligations of the Tenant under this Lease. Landlord, at its option, may prescribe the substance and form of such assignment or sublease documents. In the event of the transfer, sale or assignment by Landlord of its interest in this Lease and/or the real property or building containing the Premises, either of which it may do at its sole option, Landlord shall upon such transfer, sale or assignment be released from any further obligations hereunder, and Tenant agrees to attorn to and look solely to Landlord's successor in interest for performance of Landlord’s obligations hereunder and to release and hold Landlord harmless from all claims arising from or after such transfer, sale or assignmentpresent lease.

Assignment; Sublease. Neither Tenant nor Tenant's legal representatives may not assign or successors in interestencumber this lease, by operation of law or otherwise, and may or shall assign this Lease, or not sublet or permit all or any part or all of the Premises to be used by others, without the prior written consent of Landlord in each instance. first had and obtained, which Landlord agrees that it will not unreasonably withhold if to a financially responsible party. Any assignment or delay its sublease to which Landlord may consent (one consent not being any basis to contend that Landlord should consent to such a subletting further change) shall not relieve Tenant of all of its obligations hereunder. For the purpose of this Paragraph 9, the word "assignment" shall be defined as follows: Tenant being a corporation, any dissolution or such an assignment. Any mortgage, pledge, encumbrancereorganization of Tenant, or transferthe sale or other transfer of a controlling percentage of capital stock of Tenant, whether voluntaryor the sale of fifty-one percent (51%) in value of the assets of Tenant, involuntary or by operation of law, is and shall be deemed an assignment hereunderassignment. AdditionallyThe phrase Controlling percentages means the ownership of, if Tenant is not an individualand the right to vote, any mergerstock possessing at least fifty-one percent (51%) of the total combined voting power of all classes of Tenant's capital stock issued, consolidation, reorganizationoutstanding and entitled to vote for the election of directors, or liquidation such lesser percentage as is required to provide actual control over the affairs of Tenant, and the corporation. Acceptance of rent by Landlord after any sale or transfer of a majority of any member’s, partner’s or stockholder’s interest in Tenant during the term of this Lease non-permitted assignment shall not constitute an assignment for purposes of this paragraph. Any assignment or subletting without Landlord’s prior written consent shall be voidable approval thereof by Landlord. Despite Landlord’s consent to In no event shall this lease be assignable by operation of any assignment or subletting, Tenantlaw, and all guarantors Tenant's rights hereunder may not become, and shall not be listed by Tenant as an asset under any bankruptcy, insolvency or reorganization proceedings. Tenant is not, may not become, and shall never represent itself to be an agent of Tenant’s performance Landlord and Tenant expressly recognizes that Landlord's title is paramount, and that it can do nothing to affect or impair Landlord's title. If during the period commencing October 1, 1999 (assuming this lease has been validly extended), this lease shall be assigned or the Premises or any portion thereof sublet by Tenant at a rental that exceeds the rentals to be paid to Landlord hereunder, attributable to the Premises or portion thereof so assigned or sublet, then and in such event any such excess shall continue be paid over to remain completely liable for the performance of all of the obligations of Tenant under this Lease. Landlord, at its option, may prescribe the substance and form of such assignment or sublease documents. In the event of the transfer, sale or assignment Landlord by Landlord of its interest in this Lease and/or the real property or building containing the Premises, either of which it may do at its sole option, Landlord shall upon such transfer, sale or assignment be released from any further obligations hereunder, and Tenant agrees to attorn to and look solely to Landlord's successor in interest for performance of Landlord’s obligations hereunder and to release and hold Landlord harmless from all claims arising from or after such transfer, sale or assignmentTenant.

Assignment; Sublease. Neither Tenant nor Tenant's legal representatives or successors in interest, by operation of law or otherwise, may or shall not assign its rights under this Lease, Lease or sublet or permit all the whole or any part of the Premises to be used by others, without the Landlord’s prior written consent. Landlord’s consent of Landlord in each instance. Landlord agrees that it will not be unreasonably withhold withheld or delay delayed. In addition, Landlord acknowledges that its consent to such a subletting or such an assignment. Any mortgage, pledge, encumbrance, or transfer, whether voluntary, involuntary or by operation of law, is and shall be deemed an assignment hereunder. Additionally, if Tenant is or sublease shall not an individual, any merger, consolidation, reorganization, or liquidation be conditioned upon (i) the duration of Tenant, and any sale or transfer of a majority of any member’s, partner’s or stockholder’s interest in Tenant during the proposed sublease so long as said term does not extend beyond the term of this Lease and any applicable renewal term, (ii) the financial condition or ability of the proposed sublessee, or (iii) the economic terms and conditions of such sublease. In the event that Landlord grants such consent, Tenant shall constitute an assignment remain primarily liable to Landlord for purposes the payment of all rent and for the full performance of the obligations under this paragraphLease. Any assignment or subletting which does not conform with this Section 6.3 shall be void and a default hereunder. Notwithstanding the foregoing, Tenant may, without Landlord’s prior written consent shall be voidable by Landlord. Despite Landlord’s consent consent, assign or sublet the Premises to its parent corporation or any subsidiary thereof, if any, or assign or sublet the Premises to any assignment entity that acquires all or subletting, Tenant, and substantially all guarantors of Tenant’s performance hereunderassets or controlling interest in the stock or is the surviving entity after merging with Tenant. Such an assignment or sublease shall be referred to herein as a “Permitted Transfer.” Except for a Permitted Transfer, if Tenant, after exercise of its option to extend the initial Term of this Lease, shall continue enter into a sublease or assignment that (x) extends past the expiration of the tenth (10th) anniversary of the Commencement Date and (y) covers forty percent (40%) or more of the Building, then Tenant shall pay to remain completely liable for Landlord, on an annual basis, seventy-five percent (75%) of the performance “transfer premium”, if any, as hereinafter defined, existing from and after the tenth (10th) anniversary of the Commencement Date. The transfer premium shall mean the annual amount of all base rent and additional rent payable by such sublessee or assignee to Tenant under the sublease or assignment (the “Sublease Rental”) in excess of the obligations of Base Rent and additional rent payable by Tenant under this LeaseLease during the corresponding annual period of the sublease or assignment (the “Lease Rental”), calculated on a pro rata basis if less than the entire Premises is assigned or sublet, less the following: (i) An amount equal to the annual amortized amount of all costs incurred by Tenant to secure the sublease or assignment, including, without limitation, all attorneys’ fees, brokerage fees, remodeling costs and tenant inducements or allowances. Such costs shall be amortized over the term of the sublease or assignment at a rate equal to ten percent (10%) per annum; and (ii) An amount equal to the annual Amortized Tenant Improvement Cost for the applicable year during the term of the sublease or assignment, calculated on a pro rata basis if less than the entire Premises is assigned or sublet. In the event the transfer premium is a negative number in any year during the term of the sublease or assignment, then the negative balance shall be carried forward and applied to the succeeding year for the purpose of calculating the transfer premium (i.e. no transfer premium shall be payable unless the difference between the Sublease Rental and the Lease Rental in any one year of the sublease or assignment exceeds the total of (a) the sum of the amounts set forth in (i) and (ii) above in any one year and (b) the cumulative total of all unapplied negative transfer premiums applicable to previous years during the term of the sublease or assignment). The transfer premium shall be calculated as of each anniversary of the commencement date of the sublease or the assignment. Any transfer premium determined to be due shall be payable by Tenant to Landlord within thirty (30) days after each such anniversary date. If the provisions of the second paragraph of this paragraph 6.3 shall apply, then Landlord, at its option, may prescribe the substance and form by written notice to Tenant within ten (10) days after Tenant’s written notice to Landlord of such sublease, elect to receive one hundred percent (100%) of the difference between the Sublease Rental and the Lease Rental. If Landlord elects such option, then in order for such election by Landlord to be valid, Landlord shall pay Tenant within ten (10) days of Tenant’s demand therefore, the amounts set forth in subpart (i) and subpart (ii) as provided in the second paragraph above. A condition of any assignment or sublease documents. In shall be that the event assignee or subleasee shall affirmatively assume all obligations of the transfer, sale or Tenant under the terms and conditions of this Lease and such assignment by Landlord and sublease shall not relieve Tenant of its interest in obligations under this Lease and/or the real property or building containing the Premises, either of which it may do at its sole option, Landlord shall upon such transfer, sale or assignment be released from any further obligations hereunder, and Tenant agrees to attorn to and look solely to Landlord's successor in interest for performance of Landlord’s obligations hereunder and to release and hold Landlord harmless from all claims arising from or after such transfer, sale or assignmentLease.

Assignment; Sublease. Neither (a) Notwithstanding any other provisions of this Lease, Tenant nor Tenant's legal representatives or successors in interest, by operation of law or otherwise, may or shall not assign this Lease, in whole or in part, nor sublet or permit all or any part of the Premises, nor otherwise permit any other person to occupy or use any portion of the Premises to be used by others(collectively, a “Transfer”) without first obtaining the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned or delayed. Consent by Landlord to any Transfer shall not constitute a waiver of the requirement for such consent to any subsequent assignment or subletting. Landlord may collect payments from any assignee, subtenant or other occupant and apply the net amount collected to the amounts required to be paid pursuant to this Lease, but no acceptance by Landlord of any payments shall be deemed a waiver of this covenant or the acceptance of such person as Tenant hereunder or a release of Tenant from the further performance by Tenant of its obligations under this Lease. Any Transfer effected or attempted to be effected other than in strict compliance with the terms of this Lease and with the prior consent of Landlord and, if required, any mortgagee of the Property shall be a Default (as defined below), and shall confer no rights whatsoever upon the transferee. All reasonable costs incurred by Landlord in each instance. Landlord agrees that it will not unreasonably withhold or delay its connection with any request for consent to a Transfer, including the cost of investigation and the fees of Landlord’s counsel, shall be paid by Tenant on demand. (b) If Tenant shall desire to assign this Lease or sublet the Premises the entire Premises for the remainder of the Term, Landlord shall have the option, to be exercised within thirty (30) days after written notice to Landlord of such proposed Transfer, of canceling this Lease. If Landlord elects to cancel this Lease, the rights and obligations of the parties shall cease as of a subletting date set forth in a written notice from Landlord to Tenant, which date shall not be less than thirty (30) days after the date of such notice. In the event of any such termination, all rent shall be adjusted as of the date of such termination. (c) In the event of a permitted Transfer of the whole or such an assignment. Any mortgage, pledge, encumbranceany part of the Premises or this Lease where the rent and other payments provided for in or in connection with the Transfer (including any sums payable to Tenant on account of any of its property or interests or services to be provided by Tenant to Transferee in excess of the then fair market value thereof) exceed the rental and other payments to Landlord provided hereunder, or transferthe pro rata portion of such rental and other payments, whether voluntaryas the case may be, involuntary after first deducting all commercially reasonable, actual and verifiable costs and expenses incurred by Tenant with respect to such Transfer, Tenant shall pay to Landlord, as Additional Rent, fifty percent (50%) of the amount by which the rent and all other payments or consideration provided for or furnished in connection with the Transfer exceeds the rent in this Lease for the applicable space. Such excess shall be payable as and when received by operation Tenant, and Tenant shall exercise best efforts to collect any and all sums due it in connection with any such permitted Transfer. (d) Notwithstanding the foregoing, Landlord’s consent shall not be required and the provisions of lawthis Section 16 shall not apply with respect to either (i) transactions with an entity into or with which Tenant is merged or consolidated, or to which all or substantially all of Tenant’s assets are transferred, or (ii) transactions with any entity which controls or is and controlled by Tenant or is under common control with Tenant. No transfer or assignment of any underlying ownership interest in Tenant shall be deemed an assignment hereunder. Additionally, if Tenant is not an individual, any merger, consolidation, reorganization, or liquidation of Tenant, and any sale or transfer of a majority of any member’s, partner’s or stockholder’s interest in Tenant during the term of this Lease shall constitute an assignment for purposes of this paragraph. Any assignment or subletting without requiring Landlord’s prior written consent shall be voidable by Landlord. Despite Landlord’s consent to any assignment or subletting, Tenant, and all guarantors of Tenant’s performance hereunder, shall continue to remain completely liable for the performance of all of the obligations of Tenant under this Lease. Landlord, at its option, may prescribe the substance and form of such assignment or sublease documents. In the event of the transfer, sale or assignment by Landlord of its interest in this Lease and/or the real property or building containing the Premises, either of which it may do at its sole option, Landlord shall upon such transfer, sale or assignment be released from any further obligations hereunder, and Tenant agrees to attorn to and look solely to Landlord's successor in interest for performance of Landlord’s obligations hereunder and to release and hold Landlord harmless from all claims arising from or after such transfer, sale or assignmentconsent.

Assignment; Sublease. Neither Tenant nor Tenant's legal representatives Not without the prior consent of Landlord, which consent shall not be unreasonably withheld or successors in interestdelayed, by operation of law to assign, mortgage, pledge or otherwise, may otherwise transfer this Lease or shall assign this Leaseto make any sublease, or sublet or to permit all occupancy of the Premises or any part thereof by anyone other than Tenant; any assignment or sublease made without such consent shall be void (any assignment, sale or transfer of any ownership interest in Tenant, beneficially or of record, which results in the transfer of control of Tenant to any entity other than inTEST Corporation, or an entity controlled by controlling or under common control with inTEST Corporation shall constitute an assignment); as additional rent, Tenant shall reimburse Landlord promptly for reasonable legal and other expenses incurred by Landlord in connection with any request by Tenant for consent to assignment or subletting; no assignment or subletting shall affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee); and no consent to any of the Premises to be used by others, without the prior written consent of Landlord foregoing in each a specific instance shall operate as a waiver in any subsequent instance. Landlord agrees that it A transfer of any ownership interest in Tenant or issuance of any additional ownership interests in Tenant which results in the transfer of control of Tenant to any entity other than inTEST Corporation, or an entity controlled by controlling or under common control with inTEST Corporation shall constitute an assignment of this Lease. In the event of any unreasonable withholding of consent, Landlord's sole liability will not unreasonably withhold or delay be an order to grant its consent and Landlord shall not be liable in any event for any consequential or other damages. In the event that any assignee or subtenant pays to such a subletting or such an assignment. Any mortgage, pledge, encumbranceTenant any amounts in excess of the Annual Base Rent and additional rent then payable hereunder, or transferpro rata portion thereof on a square footage basis for any portion of the Premises, whether voluntaryTenant shall, involuntary after subtracting from such excess the reasonable expenses incurred by Tenant in such assignment or subletting, promptly pay one hundred (100%) percent of said excess to Landlord as and when received by operation Tenant. Notwithstanding the foregoing, it is hereby expressly understood and agreed however, that Landlord's consent shall not be required in connection with (1) the sale of law, is and shall be deemed an assignment hereunder. Additionallyall or substantially all of the assets of Tenant, if Tenant is not an individuala corporation, or (2) the assignment or transfer of this Lease, and the term and estate hereby granted, to any mergercorporation or other entity controlled by, controlling or under common control with Tenant or to any corporation into which Tenant is merged or with which Tenant is consolidated, provided that such corporation or other entity shall have a net worth at least equal to that of Tenant immediately prior to such merger or consolidation (such corporation being hereinafter called "Assignee"), and is upon the express condition that, with respect to a sale, merger or consolidation, reorganizationAssignee and Tenant shall promptly execute, acknowledge and deliver to Landlord an agreement in form and substance satisfactory to Landlord whereby Assignee shall agree to be independently bound by and upon all the covenants, agreements, terms, provisions and conditions set forth in this Lease on the part of Tenant to be performed, and whereby Assignee shall expressly agree that the provisions of this Section 5.6 shall, notwithstanding such assignment or liquidation transfer, continue to be binding upon it with respect to all future assignments and transfers. The listing of any name other than that of Tenant, and whether on the doors in the Building or on the Building directory, or otherwise, shall not operate to vest in any sale such other person, firm or transfer of a majority of corporation any member’s, partner’s right or stockholder’s interest in Tenant during this Lease or in the term Premises or be deemed to effect or evidence any consent of Landlord. If this Lease be assigned, or if the Premises or any part thereof be sublet or occupied by anybody other than Tenant, Landlord may, at any time and from time to time, collect rent and other charges from the assignee, subtenant or occupant, and apply the net amount collected to the rent and other charges herein reserved, then due and hereafter becoming due, but no assignment, subletting, occupancy or collection shall be deemed a waiver of this Lease shall constitute an assignment for purposes covenant, or the acceptance of this paragraphthe assignee, subtenant or occupant as a tenant, or a release of Tenant from the liability and obligation of further performance by Tenant of covenants on the part of Tenant herein contained. Any consent by Landlord to a particular assignment or subletting without Landlord’s prior written consent shall be voidable by Landlord. Despite Landlord’s consent to not in any assignment way diminish the prohibition stated in the first sentence of this Section 5.6 or subletting, Tenant, and all guarantors of Tenant’s performance hereunder, shall continue to remain completely liable for the performance of all continuing liability of the obligations of Tenant named in Article 1 as the party-Tenant under this Lease. Landlord, at its option, may prescribe the substance and form of such No assignment or sublease documents. In the event subletting or use of the transferPremises by an affiliate of Tenant, sale or assignment by Landlord of its interest otherwise, shall affect the Permitted Uses for which the Premises may be used as stated in this Lease and/or the real property or building containing the Premises, either of which it may do at its sole option, Landlord shall upon such transfer, sale or assignment be released from any further obligations hereunder, and Tenant agrees to attorn to and look solely to Landlord's successor in interest for performance of Landlord’s obligations hereunder and to release and hold Landlord harmless from all claims arising from or after such transfer, sale or assignmentArticle 1.

Assignment; Sublease. Neither Tenant nor Tenant's legal representatives or successors in interest, by operation of law or otherwise, may or shall not assign its rights under this Lease, Lease or sublet or permit all the whole or any part of the Premises to be used by others, without the Landlord's prior written consent. Landlord's consent of Landlord in each instance. Landlord agrees that it will not be unreasonably withhold withheld or delay delayed. In addition, Landlord acknowledges that its consent to such a subletting or such an assignment. Any mortgage, pledge, encumbrance, or transfer, whether voluntary, involuntary or by operation of law, is and shall be deemed an assignment hereunder. Additionally, if Tenant is or sublease shall not an individual, any merger, consolidation, reorganization, or liquidation be conditioned upon (i) the duration of Tenant, and any sale or transfer of a majority of any member’s, partner’s or stockholder’s interest in Tenant during the proposed sublease so long as said term does not extend beyond the term of this Lease and any applicable renewal term, (ii) the financial condition or ability of the proposed sublessee, or (iii) the economic terms and conditions of such sublease. In the event that Landlord grants such consent, Tenant shall constitute an assignment remain primarily liable to Landlord for purposes the payment of all rent and for the full performance of the obligations under this paragraphLease. Any assignment or subletting which does not conform with this Section 6.3 shall be void and a default hereunder. Notwithstanding the foregoing, Tenant may, without Landlord’s prior written consent 's consent, assign or sublet the Premises to its parent corporation or any subsidiary thereof, if any, or assign or sublet the Premises to any entity that acquires all or substantially all of Tenant's assets or controlling interest in the stock or is the surviving entity after merging with Tenant. Such an assignment or sublease shall be voidable by Landlord. Despite Landlord’s consent referred to any assignment or sublettingherein as a "Permitted Transfer." Except for a Permitted Transfer, if Tenant, and all guarantors after exercise of Tenant’s performance hereunderits option to extend the initial Term of this Lease, shall continue enter into a sublease or assignment that (x) extends past the expiration of the tenth (10th) anniversary of the Commencement Date and (y) covers forty percent (40%) or more of the Building, then Tenant shall pay to remain completely liable for Landlord, on an annual basis, seventy-five percent (75%) of the performance "transfer premium", if any, as hereinafter defined, existing from and after the tenth (10th) anniversary of the Commencement Date. The transfer premium shall mean the annual amount of all base rent and additional rent payable by such sublessee or assignee to Tenant under the sublease or assignment (the "Sublease Rental") in excess of the obligations of Base Rent and additional rent payable by Tenant under this LeaseLease during the corresponding annual period of the sublease or assignment (the "Lease Rental"), calculated on a pro rata basis if less than the entire Premises is assigned or sublet, less the following: (i) An amount equal to the annual amortized amount of all costs incurred by Tenant to secure the sublease or assignment, including, without limitation, all attorneys' fees, brokerage fees, remodeling costs and tenant inducements or allowances. Such costs shall be amortized over the term of the sublease or assignment at a rate equal to ten percent (10%) per annum; and (ii) An amount equal to the annual Amortized Tenant Improvement Cost for the applicable year during the term of the sublease or assignment, calculated on a pro rata basis if less than the entire Premises is assigned or sublet. In the event the transfer premium is a negative number in any year during the term of the sublease or assignment, then the negative balance shall be carried forward and applied to the succeeding year for the purpose of calculating the transfer premium (i.e. no transfer premium shall be payable unless the difference between the Sublease Rental and the Lease Rental in any one year of the sublease or assignment exceeds the total of (a) the sum of the amounts set forth in (i) and (ii) above in any one year and (b) the cumulative total of all unapplied negative transfer premiums applicable to previous years during the term of the sublease or assignment). The transfer premium shall be calculated as of each anniversary of the commencement date of the sublease or the assignment. Any transfer premium determined to be due shall be payable by Tenant to Landlord within thirty (30) days after each such anniversary date. If the provisions of the second paragraph of this paragraph 6.3 shall apply, then Landlord, at its option, may prescribe the substance and form by written notice to Tenant within ten (10) days after Tenant's written notice to Landlord of such sublease, elect to receive one hundred percent (100%) of the difference between the Sublease Rental and the Lease Rental. If Landlord elects such option, then in order for such election by Landlord to be valid, Landlord shall pay Tenant within ten (10) days of Tenant's demand therefore, the amounts set forth in subpart (i) and subpart (ii) as provided in the second paragraph above. A condition of any assignment or sublease documents. In shall be that the event assignee or subleasee shall affirmatively assume all obligations of the transfer, sale or Tenant under the terms and conditions of this Lease and such assignment by Landlord and sublease shall not relieve Tenant of its interest in obligations under this Lease and/or the real property or building containing the Premises, either of which it may do at its sole option, Landlord shall upon such transfer, sale or assignment be released from any further obligations hereunder, and Tenant agrees to attorn to and look solely to Landlord's successor in interest for performance of Landlord’s obligations hereunder and to release and hold Landlord harmless from all claims arising from or after such transfer, sale or assignmentLease.