Common use of Assignment Subletting and Other Transfers Clause in Contracts

Assignment Subletting and Other Transfers. 15.1.— Neither the Lease nor any part of the Premises may be assigned, mortgaged, subleased or otherwise transferred, nor may a right of use of any portion of the Premises be conferred on any person or entity by any other means, without the prior written consent of Landlord which shall not be unreasonably withheld, conditioned or delayed. Prior to effectuating any such assignment, sublease or other transfer, Tenant shall notify Landlord in writing of the name and address of the proposed transferee, and deliver to Landlord with such notice a true and complete copy of the proposed assignment agreement, sublease or other occupancy agreement, current financial statements of such proposed transferee, a statement of the use of the Premises by such proposed transferee and such other Information or documents as may be necessary or appropriate to enable Landlord to determine the qualifications of the proposed transferee together with a request that Landlord consent thereto (‘‘Tenant’s Notice”). Without limiting Landlord’s ability to deny or condition consent for any other reason, it shall not be considered unreasonable if Landlord’s consent to a proposed sublease, assignment or other transfer Is denied based on the following: (I) the business of the proposed transferee (A) is not compatible with the nature and character of the Park or the businesses in the Park and/or (B) will conflict with any exclusive uses or use restrictions that Landlord has granted to other occupants of the Perk, (ii) in the event of an assignment, the financial strength of the proposed assignee is not at least equal to the flnanclal strength of Tenant either at the time Tenant entered into this Lease or at the time of the proposed assignment (whichever Is greater), (iii) the proposed transferee will excessively overpark the Bullding and/or the Park with automobiles or trucks (excessively overpark shall mean that the proposed transferee“s parking will violate local parking restrictions or will interfere with other tenants occupying the Building or the Park), (iv) the proposed transferee cannot demonstrate to Landlord’s reasonable satisfaction the management skills or experience necessary, in Landlord’s reasonable opinion, to be successful in the Premises, (v) the proposed transferee has a record of environmental contamination or their anticipated use of the Premises involves the generation, storage, use, sale, treatment, release or disposal of any Hazardous Substances, or (vl) the proposed form of sublease, assignment or other occupancy agreement is unacceptable (unacceptable form of sublease, assignment or other occupancy agreement shall mean that the content and format of the form are not consistent with the terms of this Lease or the CC&R’s or are not consistent with the terms and requirements of Landlord’s loan documents for the Building). Any attempted assignment, subletting, transfer or encumbrance by Tenant in violation of the terms and covenants of this Paragraph 15,1 shall be void.

Assignment Subletting and Other Transfers. 15.1.— Neither A. Tenant shall not, without Landlord's prior written consent, do any of the Lease nor following (collectively, "Transfer"): 1. Assign, hypothecate, mortgage, encumber or convey this Lease; 2. Allow any transfer thereof or any lien upon Tenant's interest by operation of law; 3. Sublet the Premises or any part thereof; 4. Permit the use or occupancy of the Premises may be assignedor any part thereof by anyone other than Tenant; 5. If Tenant is a partnership, mortgagedpermit a withdrawal or change, subleased voluntary or otherwise transferredby operation of law, nor may a right of use of any portion partner or the dissolution of the Premises be conferred on any person or entity by any other means, without partnership; or B. If Tenant desires the prior written consent of Landlord which shall not be unreasonably withheld, conditioned or delayed. Prior to effectuating any such assignment, sublease or other transfera Transfer, Tenant shall notify Landlord submit to Landlord: 1. The proposed sublease or assignment or other transfer agreement or instrument evidencing the Transfer, together with a full written disclosure of all consideration given or to be given to Tenant in writing of the name and address of the proposed transferee, and deliver to Landlord connection with such notice a true and complete copy of the proposed assignment agreementTransfer; and 2. Any other item or information Landlord may reasonably request, sublease or other occupancy agreement, current financial statements of such proposed transferee, a statement of the use of the Premises by such proposed transferee and such other Information or documents as may be necessary or appropriate sufficient to enable permit Landlord to determine the qualifications acceptability of the proposed transferee together with a request that financial responsibility, experience, character and merchandising ability of transferee. C. Landlord consent thereto (‘‘Tenant’s Notice”). Without limiting Landlord’s ability to deny or condition consent for any other reason, it shall not unreasonably withhold its consent except that such consent need not be considered unreasonable if Landlord’s consent to granted if: 1. In the reasonable judgment of Landlord the transferee is of a proposed sublease, assignment character or other transfer Is denied based on is engaged in a business which is not in keeping with the following: (I) standards of Landlord for the Shopping Center or may adversely affect the business of the proposed other tenants in the Shopping Center; 2. In the reasonable judgment of Landlord the financial responsibility of the transferee (A) is not compatible acceptable; 3. In the reasonable judgment of Landlord any purpose for which the transferee intends to use the Premises is not in keeping with the nature and character standards of Landlord for the Park or the businesses Shopping Center; provided in the Park and/or (B) will conflict with no event may any exclusive uses or purpose for which transferee intends to use restrictions that Landlord has granted to other occupants of the Perk, (ii) in the event of an assignment, the financial strength of the proposed assignee is not at least equal to the flnanclal strength of Tenant either at the time Tenant entered into this Lease or at the time of the proposed assignment (whichever Is greater), (iii) the proposed transferee will excessively overpark the Bullding and/or the Park with automobiles or trucks (excessively overpark shall mean that the proposed transferee“s parking will violate local parking restrictions or will interfere with other tenants occupying the Building or the Park), (iv) the proposed transferee cannot demonstrate to Landlord’s reasonable satisfaction the management skills or experience necessary, in Landlord’s reasonable opinion, to be successful in the Premises, (v) the proposed transferee has a record of environmental contamination or their anticipated use of the Premises involves the generation, storage, use, sale, treatment, release or disposal of any Hazardous Substances, or (vl) the proposed form of sublease, assignment or other occupancy agreement is unacceptable (unacceptable form of sublease, assignment or other occupancy agreement shall mean that the content and format of the form are not consistent with the terms of this Lease or the CC&R’s or are not consistent with the terms and requirements of Landlord’s loan documents for the Building). Any attempted assignment, subletting, transfer or encumbrance by Tenant in violation of this Lease; 4. In the terms and covenants reasonable judgment of Landlord the volume of business to be conducted by the transferee will be less than that conducted by Tenant; or 5. Tenant is in default under this Paragraph 15,1 shall be voidLease.

Assignment Subletting and Other Transfers. 15.1.— Neither the Tenant agrees not to assign or pledge its interest in this Lease nor or sublease any part or all of the Premises may be assignedpremises, mortgagedwhether voluntarily or by operation of law, subleased or otherwise transferredpermit anyone else to use or occupy the premises, nor may without Landlord’s written consent, which Landlord agrees not to unreasonably withhold, condition, or delay, except that (a) Landlord agrees Tenant may, without Landlord’s consent, assign this Lease or sublease the premises to a right parent, subsidiary, or other entity that owns and controls, or is owned and controlled by, Tenant, or is under common ownership and control with Tenant, or that acquires all or substantially all of use Tenant’s assets and will continue to carry on Tenant’s business at the premises, and (b) Tenant agrees that if the proposed assignee or a proposed subtenant of all or substantially all of the premises is not an affiliate or successor described in the preceding clause (a), Landlord may, instead of granting its consent, terminate this Lease by written notice to Tenant, effective on the proposed date of the assignment or sublease. This transfer restriction will bind any assignee or subtenant and includes any assignment or transfer that results from a merger, consolidation, reorganization, transfer, or other change in Tenant’s organizational structure or status, including any transfer of any portion direct or indirect ownership interest in Tenant or in any beneficial owner of the Premises be conferred on any person or entity by any other means, without the prior written consent of Landlord which shall not be unreasonably withheld, conditioned or delayed. Prior to effectuating any such assignment, sublease or other transfer, Tenant shall notify Landlord in writing of the name and address of the proposed transferee, and deliver to Landlord with such notice a true and complete copy of the proposed assignment agreement, sublease or other occupancy agreement, current financial statements of such proposed transferee, a statement of the use of the Premises by such proposed transferee and such other Information or documents as may be necessary or appropriate to enable Landlord to determine the qualifications of the proposed transferee together with a request that Landlord consent thereto (‘‘Tenant’s Notice”). Without limiting Landlord’s ability to deny or condition consent for any other reasondiscretion, it shall not will be considered unreasonable if reasonable for Landlord to withhold its consent if, in Landlord’s consent to a proposed sublease, assignment or other transfer Is denied based on the followinggood faith judgment: (I1) the business of the proposed transferee (A) is not compatible with the nature and character of the Park or the businesses in the Park and/or (B) will conflict with any exclusive uses or use restrictions that Landlord has granted to other occupants of the Perk, (ii) in the event of an assignment, the financial strength of the proposed assignee or subtenant and any proposed guarantor is less than Tenant’s financial strength on the date of this Lease, or the proposed assignee or subtenant does not at least equal have the financial strength to the flnanclal strength of Tenant either at the time Tenant entered into perform its obligations under this Lease or at the time of any proposed sublease; (2) either the proposed assignment assignee or subtenant, or any person who directly or indirectly controls, is controlled by, or is under common control with the proposed assignee or subtenant, occupies space in the building, or is negotiating with Landlord to lease space in the building; or (whichever Is greater), (iii3) the proposed transferee assignee does not sign and deliver an assumption and attornment agreement, or a proposed subtenant does not sign and deliver an attornment agreement, in each case reasonably acceptable to Landlord. Landlord’s consent to any one assignment or transfer is not consent to any other assignment or transfer. If Tenant subleases any or all of the premises, Tenant agrees that Landlord is entitled to receive 50% of all rent under the sublease in excess of the rent due under this Lease with respect to the subleased premises, net only of any broker’s commission, any reasonable costs for alterations or tenant improvements, and other reasonable transaction costs, which will excessively overpark be amortized over the Bullding and/or remaining term of this Lease on a straight-line basis without interest. Notwithstanding any assignment by Tenant of its interest in this Lease, either with or without Landlord’s consent, Tenant agrees it will remain directly and primarily liable for all of the Park with automobiles Tenant’s obligations and liabilities throughout the rest of the term after the assignment, including the obligation to pay all rent when it comes due. Whenever an Event of Default exists and any or trucks (excessively overpark shall mean that all of the proposed transferee“s parking will violate local parking restrictions or will interfere with premises is subleased, Landlord may, in addition to any other tenants occupying remedies, collect directly from the Building or subtenant the Park)rent due under the sublease and apply it against the rent due under this Lease, (iv) the proposed transferee cannot demonstrate but no such collection releases Tenant from its obligations and liabilities under this Lease. If Tenant requests Landlord’s consent to any transfer, Tenant agrees to pay Landlord $500 for Landlord’s internal costs for considering such request, and to also reimburse Landlord, promptly upon demand, for Landlord’s reasonable satisfaction the management skills or experience necessary, in Landlord’s reasonable opinion, to be successful in the Premises, (v) the proposed transferee has a record of environmental contamination or their anticipated use of the Premises involves the generation, storage, use, sale, treatment, release or disposal of any Hazardous Substances, or (vl) the proposed form of sublease, assignment or other occupancy agreement is unacceptable (unacceptable form of sublease, assignment or other occupancy agreement shall mean that the content and format of the form are not consistent with the terms of this Lease or the CC&R’s or are not consistent with the terms and requirements of Landlord’s loan documents for the Building). Any attempted assignment, subletting, transfer or encumbrance by Tenant in violation of the terms and covenants of this Paragraph 15,1 shall be voidattorney fees.