Common use of Assignments and Subleases Clause in Contracts

Assignments and Subleases. (a) Subtenant shall not assign, mortgage, pledge or otherwise encumber this Sublease or any interest herein (including any assignment by operation of law), or sub-sublet all or any part of the Sublet Premises (any of the foregoing, a “transfer”) without the prior written consent in each instance of Sublessor and, if required by the Prime Lease, Landlord, which consent, in the case of Sublessor, shall not be unreasonably withheld, conditioned or delayed. Sublessor shall not be deemed to have unreasonably withheld its consent to a proposed transfer if such consent is withheld because, inter alia: (i) Subtenant is then in default of this Sublease, following applicable notice and the expiration of applicable cure periods, or an event has occurred which, with the giving of notice or passage of time, or both, would constitute a default hereunder (unless such occurrence shall be cured prior to the commencement date of the proposed transfer); or (ii) any notice of termination of this Sublease or termination of Subtenant’s rights under this Sublease shall have been validly given; or (iii) either the portion of the Sublet Premises which Subtenant proposed to sublease, or the remaining portion of the Sublet Premises, or the means of ingress and egress to either the portion of the Sublet Premises which Subtenant proposed to sublease or the remaining portion of the Sublet Premises, or the proposed use of the Sublet Premises or any portion thereof by the proposed assignee or subtenant will violate any Laws or would not conform with the use provisions set forth in the Prime Lease or Section 5 of this Sublease; or (iv) in the reasonable judgment of Sublessor, the proposed transferee is of a character or reputation or is engaged in a business which would be harmful to the image and reputation of the Building, Sublessor, or Landlord, or the proposed transferee is not financially capable of performing its obligations under the terms of this Sublease; or (v) the proposed transferee is a governmental entity (or subdivision or agency thereof) or is an occupant of the Building for whom Sublessor or Landlord has available for lease space similar in size and otherwise reasonably comparable to that which Subtenant is proposing to transfer to such occupant of the Building and such occupant of the Building would accept the space being offered by Sublessor or Landlord if the space which Subtenant is offering were not available; or (vi) notwithstanding Subtenant’s continuing primary liability under this Sublease, as set forth in this Section 10, any assignee fails to assume all of the obligations of Subtenant under this Sublease, or the sublessee or occupant fails to agree to be subject to all the terms and conditions of this Sublease; or (vii) the proposed transferee is a competitor of Sublessor or any affiliate of the Corporate Executive Board Company; or (viii) the proposed transfer constitutes a Prohibited Assignment or Sublease. Any attempted assignment, mortgage, pledge, encumbrance or sub- sublet that is made in violation of this Section 10 shall be void and shall be a default by Subtenant. Consent by Sublessor and Landlord to one or more assignments or sub-sublettings shall not operate as a waiver of Sublessor’s and Landlord’s rights with respect to any subsequent assignment or sub-subletting. No assignment or sub-subletting shall relieve Subtenant from primary liability for all obligations of Subtenant under this Sublease, whether accruing before or after the date of such assignment or sub-subletting. For purposes of this Sublease, the term “sublet” or “sub-sublet” shall be deemed to include the granting of any rights of occupancy of any portion of the Sublet Premises.

Assignments and Subleases. (a) Subtenant Subject to the requirements of Section 4.7, Lessee shall not assign, mortgage, pledge or otherwise encumber this Sublease or any interest herein (including any assignment by operation of law), or sub-have the right to sublet all the Premises or any part of the Sublet Premises (any of the foregoing, a “transfer”) thereof from time to time without the prior written consent of Lessor. Notwithstanding the foregoing, Lessee shall not assign this Lease in each instance whole or in part without the consent of Sublessor and, if required by the Prime Lease, LandlordLessor, which consent, in the case of Sublessor, consent shall not be unreasonably withheld; provided that, conditioned or delayed. Sublessor shall not be deemed without the consent of Lessor, Lessee may assign this Lease to have unreasonably withheld its consent to a proposed transfer if such consent is withheld because, inter alia: (i) Subtenant is then in default of this Subleaseany subsidiary corporation or other entity owned at least 51%, following applicable notice and the expiration of applicable cure periodsdirectly or indirectly, or an event has occurred which, with the giving of notice or passage of time, or both, would constitute a default hereunder (unless such occurrence shall be cured prior to the commencement date of the proposed transfer)by Lessee; or (ii) to any notice person, firm or corporation who is the purchaser of termination all or substantially all the assets and business of this Sublease Lessee or termination is the successor to substantially all the assets and business of Subtenant’s rights under this Sublease shall have been validly given; Lessee by virtue of a corporate merger or (iii) either the portion of the Sublet Premises which Subtenant proposed to subleaseconsolidation of, with or into Lessee, provided that such purchaser, successor or assignee or the remaining portion owner or ultimate parent of the Sublet Premisessuch purchaser, successor or the means of ingress assignee has operational expertise and egress reputation similar to either the portion of the Sublet Premises which Subtenant proposed to sublease or the remaining portion of the Sublet PremisesLessee and, or the proposed use of the Sublet Premises or any portion thereof by the proposed assignee or subtenant will violate any Laws or would not conform with the use provisions set forth in the Prime Lease or Section 5 of this Sublease; or (iv) in the reasonable best judgment of SublessorLessee, sufficient cash flow to perform its obligations hereunder. No such assignment as to which the proposed transferee is consent of a character or reputation or is engaged in a business which would be harmful to the image and reputation of the Building, Sublessor, or Landlord, or the proposed transferee Lessor is not financially capable required shall be effective unless each such assignee by written instrument of performing its obligations under the terms of this Sublease; or (v) the proposed transferee is a governmental entity (or subdivision or agency thereof) or is an occupant of the Building for whom Sublessor or Landlord has available for lease space similar in size law, shall assume and otherwise reasonably comparable become bound to that which Subtenant is proposing to transfer to such occupant of the Building perform and such occupant of the Building would accept the space being offered by Sublessor or Landlord if the space which Subtenant is offering were not available; or (vi) notwithstanding Subtenant’s continuing primary liability under this Sublease, as set forth in this Section 10, any assignee fails to assume observe all of the obligations covenants and agreements of Subtenant Lessee under this SubleaseLease, or but Lessee shall not be released from liability for the sublessee or occupant fails to agree to be subject to all payment of rent and for the terms performance and conditions observance of this Sublease; or (vii) the proposed transferee is a competitor of Sublessor or any affiliate of the Corporate Executive Board Company; or (viii) other covenants and agreements of Lessee under the proposed transfer constitutes a Prohibited Assignment or SubleaseLease after the effective time of such assignment. Any attempted assignment, mortgage, pledge, encumbrance or sub- sublet that is made Nothing contained in violation of this Section 10 shall be void and shall be construed to prohibit or restrict Lessee's right to permit patients of the hospital which is a default by Subtenantpart of the Premises to occupy residential health care facilities therein or to permit the physicians or other professionals to use or otherwise occupy office space within the Premises. Consent by Sublessor and Landlord to one or more assignments or sub-sublettings shall not operate as a waiver of Sublessor’s and Landlord’s rights with respect to any subsequent assignment or sub-subletting. No assignment or sub-subletting shall relieve Subtenant from primary liability for all obligations of Subtenant under this Sublease, whether accruing before or after the date of Each such assignment or sub-subletting. For purposes sublease permitted hereunder shall expressly be made subject and subordinate to the provisions of this SubleaseLease, the term “sublet” and no assignment or “sub-sublet” sublease permitted hereunder shall be deemed to include the granting of modify or limit any rights or powers of occupancy Lessor hereunder or affect or reduce any obligation of any portion Lessee hereunder, and all such obligations shall continue in full effect as obligations of the Sublet Premisesa principal and not of a guarantor or surety, as though no assignment or subletting had been made.

Assignments and Subleases. (a) Subtenant Except as otherwise herein provided in Section 5.1, Lessee shall not assign, mortgage, pledge pledge, hypothecate or otherwise encumber this Sublease Lease or the leasehold estate hereby created or any interest herein (including any assignment by operation of law)herein, or sub-sublet the Premises or any portion thereof, or license the use of all or any part portion of the Sublet Premises (any of the foregoingPremises, a “transfer”) without the prior written consent in each instance of Sublessor and, if required by the Prime Lease, LandlordLessor, which consent, in the case of Sublessor, consent shall not be unreasonably withheld. Subject to receipt of such consent, conditioned this Lease may be assigned or delayedtransferred in whole or in part, by Lessee provided that the provisions of Section 11.7(d) have been completed and Lessor has elected not to proceed with the purchase of the Hotel and/or this Lease; provided, however, any proposed assignee, during the Term of this Lease, (i) may not as its primary business own, lease or operate any casino or gambling facility if such business, ownership, leasing or operating might reasonably impair the ability of the Lessee or the Hotel Operator, as applicable, to obtain or retain any necessary regulatory approvals for the operation of the Hotel; (ii) may not own or operate a distillery, winery or brewery or a distributorship of alcoholic beverages if such ownership or operation might reasonably impair the ability of the Lessee or the Hotel Operator, as applicable, to obtain or retain liquor licenses for the Hotel; and (iii) must have sufficient financial capability to carry out its obligations under this Lease. Sublessor The consent by Lessor to one assignment, subletting, mortgage, pledge, hypothecation or encumbrance shall not be deemed to have unreasonably withheld its be a consent to a proposed transfer if such consent is withheld becauseany further assignment, inter alia: (i) Subtenant is then subletting, mortgage, pledge, hypothecation or encumbrance. In the absence of an express agreement in default of this Sublease, following applicable notice and the expiration of applicable cure periods, or an event has occurred which, with the giving of notice or passage of time, or both, would constitute a default hereunder (unless such occurrence shall be cured prior writing to the commencement date of the proposed transfer); contrary and executed by Lessor or (ii) any notice of termination of this Sublease or termination of Subtenant’s rights under this Sublease shall have been validly given; or (iii) either the portion of the Sublet Premises which Subtenant proposed to subleaseexcept as otherwise provided herein, or the remaining portion of the Sublet Premises, or the means of ingress and egress to either the portion of the Sublet Premises which Subtenant proposed to sublease or the remaining portion of the Sublet Premises, or the proposed use of the Sublet Premises or any portion thereof by the proposed assignee or subtenant will violate any Laws or would not conform with the use provisions set forth in the Prime Lease or Section 5 of this Sublease; or (iv) in the reasonable judgment of Sublessor, the proposed transferee is of a character or reputation or is engaged in a business which would be harmful to the image and reputation of the Building, Sublessor, or Landlord, or the proposed transferee is not financially capable of performing its obligations under the terms of this Sublease; or (v) the proposed transferee is a governmental entity (or subdivision or agency thereof) or is an occupant of the Building for whom Sublessor or Landlord has available for lease space similar in size and otherwise reasonably comparable to that which Subtenant is proposing to transfer to such occupant of the Building and such occupant of the Building would accept the space being offered by Sublessor or Landlord if the space which Subtenant is offering were not available; or (vi) notwithstanding Subtenant’s continuing primary liability under this Sublease, as set forth in this Section 10, any assignee fails to assume all of the obligations of Subtenant under this Sublease, or the sublessee or occupant fails to agree to be subject to all the terms and conditions of this Sublease; or (vii) the proposed transferee is a competitor of Sublessor or any affiliate of the Corporate Executive Board Company; or (viii) the proposed transfer constitutes a Prohibited Assignment or Sublease. Any attempted no assignment, mortgage, pledge, encumbrance hypothecation, encumbrance, subletting or sub- sublet that is made in violation license hereof or hereunder shall act as a release of Lessee from any of the provisions, covenants and conditions of this Section 10 Lease on the part of Lessee to be kept and performed, the assignor shall be void remain primarily liable hereunder and any amendment of this Lease subsequent thereto shall be not release the assignor or sublessor from said liability. If the Lessee (or a default multiple Lessee) is a corporation, a change or changes in the ownership, whether voluntary, involuntary, by Subtenant. Consent by Sublessor and Landlord to one operation of law, or otherwise, which aggregates fifty percent (50%) or more assignments of the total capital stock of Lessee or sub-sublettings shall not operate as a waiver fifty percent (50%) or more of Sublessor’s and Landlord’s rights with respect to any subsequent assignment or sub-subletting. No assignment or sub-subletting shall relieve Subtenant from primary liability for all obligations the voting capital stock of Subtenant under this SubleaseLessee, whether accruing before or after the date of such assignment or sub-subletting. For purposes of this Sublease, the term “sublet” or “sub-sublet” shall be deemed to include an assignment of this Lease. If the granting Lessee (or a multiple Lessee) is a partnership, then any change of control, whether voluntarily, involuntarily, by operation of law, or otherwise, including any addition or withdrawal of a general partner of the partnership or of any rights partnership which is a partner in the partnership (including in the case of occupancy a corporate general partner, a change of any portion control using the test of the Sublet Premisespreceding sentence), shall be deemed an assignment of this Lease. Any Person who satisfies the requirements for assignment under Section 11.7(a) shall be considered a "Qualified Purchaser."

Assignments and Subleases. (a) Subtenant shall Except for assignments and subleases permitted by this Article VI, Lessee may not sublease, assign, mortgage, pledge or otherwise encumber transfer to any Person, including an Affiliate of Lessee, at any time, in whole or in part, any of its right, title or interest in, to or under this Sublease Lease, any other Operative Document or any interest herein portion of the Leased Property (including any assignment by operation except a purchase or sale of lawthe Leased Property as permitted in Articles XVIII and XIX herein), or sub-sublet all or in any part of the Sublet Premises (any of the foregoing, a “transfer”) case without the prior written consent in each instance of Sublessor andXxxxxx and the other Participants and any such sublease, if required by assignment, mortgage, pledge or transfer without such prior written consent shall be void. Notwithstanding the Prime Leaseforegoing, Landlordfollowing the Base Term Commencement Date, which consentLessee may, in so long as no Event of Default exists and is continuing, (a) enter into subleases with Parent Guarantor or a wholly-owned Subsidiary of the case of Sublessor, shall not be unreasonably withheld, conditioned or delayed. Sublessor shall not be deemed to have unreasonably withheld its consent to a proposed transfer if such consent is withheld because, inter alia: Parent Guarantor; provided (i) Subtenant is such Person shall not then be engaged in default of this Sublease, following applicable notice and the expiration of applicable cure periods, any proceedings for relief under any bankruptcy or an event has occurred which, with the giving of notice insolvency law or passage of time, or both, would constitute a default hereunder (unless such occurrence shall be cured prior laws relating to the commencement date relief of the proposed transfer)debtors; or (ii) any notice of termination of this Sublease or termination of Subtenant’s rights under this Sublease shall have been validly given; or (iii) either the portion of the Sublet Premises which Subtenant proposed Leased Property subleased pursuant to subleasethis Article VI must be used and operated in place at the Site, or the remaining portion of the Sublet Premises, or the means of ingress and egress to either the portion of the Sublet Premises which Subtenant proposed to sublease or the remaining portion of the Sublet Premises, or the proposed use of the Sublet Premises or any portion thereof by the proposed assignee or subtenant will violate any Laws or would not conform with the use provisions set forth in the Prime Lease or Section 5 of this Sublease; or (iv) in the reasonable judgment of Sublessor, the proposed transferee is of a character or reputation or is engaged in a business which would be harmful to the image and reputation of the Building, Sublessor, or Landlord, or the proposed transferee is not financially capable of performing its obligations under the terms of this Sublease; or (v) the proposed transferee is a governmental entity (or subdivision or agency thereof) or is an occupant of the Building for whom Sublessor or Landlord has available for lease space similar in size and otherwise reasonably comparable to that which Subtenant is proposing to transfer to such occupant of the Building and such occupant of the Building would accept the space being offered by Sublessor or Landlord if the space which Subtenant is offering were not available; or (vi) notwithstanding Subtenant’s continuing primary liability under this Sublease, as set forth in this Section 10, any assignee fails to assume all of the obligations of Subtenant under this Sublease, or the sublessee or occupant fails to agree to be subject to all the terms and conditions of this SubleaseLease; (iii) each Guaranty shall remain in full force and effect and has been reconfirmed in writing; (iv) such sublease shall not discharge or diminish any of Lessee’s obligations to Lessor hereunder or to any other Person under any other Operative Document, it being understood that Lessee shall remain directly and primarily liable under this Lease with respect to all of the Leased Property; (v) such sublease shall not extend beyond the last day of the Term; (vi) such sublease shall be made and shall expressly provide that it is subject and subordinate to the Ground Lease, this Lease and the rights of Lessor hereunder; (vii) such sublease shall expressly provide for the proposed transferee is a competitor of Sublessor or any affiliate surrender of the Corporate Executive Board Company; Leased Property subleased by the applicable sublessee at the election of Lessor after an a Lease Event of Default, and (b) assign its interest in all, but not less than all, this Lease and the other Operative Documents to (i) Parent Guarantor or (viiiii) a wholly-owned Subsidiary of Parent Guarantor so long as each Guaranty shall remain in full force and effect and each Guarantor has reconfirmed its Guaranty in form and substance satisfactory to Lessor, the proposed transfer constitutes a Prohibited Assignment or SubleaseParticipants and the Administrative Agent. Any attempted assignment, mortgage, pledge, encumbrance or sub- sublet that is made in violation Table of this Section 10 Content Lessee shall be void and shall be a default by Subtenant. Consent by Sublessor and Landlord to one or more assignments or sub-sublettings shall not operate as a waiver give Lessor prompt written notice of Sublessor’s and Landlord’s rights with respect to any subsequent assignment or sub-subletting. No assignment or sub-subletting shall relieve Subtenant from primary liability for all obligations of Subtenant sublease permitted under this SubleaseArticle VI, whether accruing before or and Xxxxxx shall, within fifteen (15) days after execution of any sublease, deliver to the date Administrative Agent a fully executed copy of such assignment or sub-subletting. For purposes of this Sublease, the term “sublet” or “sub-sublet” shall be deemed to include the granting of any rights of occupancy of any portion of the Sublet Premisessublease.

Assignments and Subleases. (a) Subtenant Notwithstanding any provision of the Sublease to the contrary, Sublessee shall not assignassign this Sub-Sublease or sublet any portion of the Demised Premises without the prior written consent of Sublessor (whose consent shall not be unreasonably withheld), Sybase and Owner, subject to Owner's recapture and other rights under the Master Lease and Owner's and Sybase's rights under the Sublease. The following transactions shall be deemed assignments of this Sub- Sublease requiring such prior written consent: (i) any assignment, mortgage, pledge or otherwise encumber other transfer of this Sublease Sub-Sublease; (ii) any sublease, license or occupancy agreement with respect to any portion of the Demised Premises; (iii) if Sublessee or any interest herein of its successors or assigns is a corporation, any sale, pledge or other transfer of all or a majority of the capital stock of Sublessee or any such successor or assign (including any assignment by operation of lawunless such stock is publicly traded on a recognized security exchange or over-the-counter market), any merger, consolidation or sub-sublet reorganization of or into Sublessee or any such successor or assign, and any sale of all or any part substantially all of the Sublet Premises assets of Sublessee or such successor or assign; (iv) if Sublessee or any of its successors or assigns is a partnership, limited liability partnership or limited liability company, any change in its partners or members; and (v) if Sublessee is a trust, any change in the foregoingidentity of its trustees or any transfer of a beneficial interest in such trust. If Sublessor, Sybase and Owner consent to any such assignment or sublease, such assignment or sublease shall comply with the requirements of Section 5 of the Sublease, except that Sublessee shall reimburse Sublessor up to a “transfer”maximum of $5,000 for legal fees and expenses in any instance and Sublessee shall pay Sublessor 100% of the consideration or excess rent (net of amounts excludable under Section 5.2(b) of the Sublease) as described under Section 5.2(b) of the Sublease and any rights to assign or sublet hereunder shall be for the benefit of SilverStream Software, Inc. and no other entity, successor or assign. Any attempt by Sublessee to assign or sublet the Demised Premises without the prior written consent of Sublessor, Sybase and Owner shall be void. Notwithstanding the foregoing,-in no event shall any: (i) sale of stock or other interests in the Sublessee solely in connection with any equity financing by Sublessee, (ii) assignment or sublease of the Demised Premises to any entity controlling, controlled by or under common control with Sublessee or any successor by merger, consolidation or sale of all or substantially all of the assets of Sublessee (each instance an "Affiliate of Sublessee"), or (iii) financing of furniture, fixtures, or equipment of Sublessee in connection with the Demised Premises, require prior consent of If Sublessee requests Sublessor's consent to an assignment or sublease of the whole or a portion of Demised Premises, Sublessor and, if required by shall have the Prime Lease, Landlord, which consent, option to terminate this Sub-Sublease for the balance of the term (in the case of Sublessor, shall not be unreasonably withheld, conditioned any proposed assignment) or delayed. Sublessor shall not be deemed to have unreasonably withheld its consent to a proposed transfer if such consent is withheld because, inter alia: (i) Subtenant is then in default of this Sublease, following recapture the applicable notice and the expiration of applicable cure periods, or an event has occurred which, with the giving of notice or passage of time, or both, would constitute a default hereunder (unless such occurrence shall be cured prior to the commencement date of the proposed transfer); or (ii) any notice of termination of this Sublease or termination of Subtenant’s rights under this Sublease shall have been validly given; or (iii) either the portion of the Sublet Demised Premises which Subtenant (in the case of any proposed to sublease, or the remaining sublease of a portion of the Sublet Demised Premises, or ) for the means of ingress and egress to either the portion balance of the Sublet Premises which Subtenant proposed term by notice to sublease or the remaining portion Sublessee as of the Sublet Premises, or date specified for the proposed use balance of the Sublet Premises or any portion thereof by the proposed assignee or subtenant will violate any Laws or would not conform with the use provisions set forth term in the Prime Lease or Section 5 of this Sublease; or (iv) in the reasonable judgment of Sublessorsuch notice, the proposed transferee is of a character or reputation or is engaged in a business which would be harmful to the image and reputation of the Building, Sublessor, or Landlord, or the proposed transferee is not financially capable of performing its obligations under the terms of this Sublease; or (v) the proposed transferee is a governmental entity (or subdivision or agency thereof) or is an occupant of the Building for whom Sublessor or Landlord has available for lease space similar in size and otherwise reasonably comparable to that which Subtenant is proposing to transfer to such occupant of the Building and such occupant of the Building would accept the space being offered by Sublessor or Landlord if the space which Subtenant is offering were not available; or (vi) notwithstanding Subtenant’s continuing primary liability under this Sublease, as set forth in this Section 10, any assignee fails to assume all of the obligations of Subtenant under this Sublease, or the sublessee or occupant fails to agree to be subject to all the terms and conditions of this Sublease; or (vii) the proposed transferee is a competitor of Sublessor or any affiliate of the Corporate Executive Board Company; or (viii) the proposed transfer constitutes a Prohibited Assignment or Sublease. Any attempted assignment, mortgage, pledge, encumbrance or sub- sublet that is made in violation of this Section 10 shall be void and shall be a default by Subtenant. Consent by Sublessor and Landlord to one or not less than thirty (30) nor more assignments or sub-sublettings shall not operate as a waiver of Sublessor’s and Landlord’s rights with respect to any subsequent assignment or sub-subletting. No assignment or sub-subletting shall relieve Subtenant from primary liability for all obligations of Subtenant under this Sublease, whether accruing before or than sixty (60) days after the date of Sublessor's notice. In such assignment or sub-subletting. For purposes of this Subleaseevent, the term “sublet” Demised Premises, or “sub-sublet” portion thereof shall be deemed delivered to include Sublessor on the granting of any rights of occupancy of any portion date specified in good order and condition in the manner provided in this Sub-Sublease at the end of the Sublet PremisesLease Term and Sublessor shall have, at its own cost and expense, the right to make modifications to such portion so as to make it either a self-contained unit or accessible to, or part of, the balance of the second floor premises occupied by Sublessor. The Base Rent, any additional rent and other charges payable by Sublessee hereunder and the Rentable Floor Area of the Demised Premises shall be adjusted according to the extent of the Demised Premises for which this Sub-Sublease is terminated.