Common use of By Subtenant Clause in Contracts

By Subtenant. Subtenant shall not, without Sublessor's prior written consent, assign, mortgage, pledge, encumber, hypothecate or otherwise transfer or permit the transfer of this Sublease or Subtenant's interest (or any part thereof) in this Sublease or any of Subtenant's rights or obligations hereunder, in whole or in part, by operation of law, court decree or otherwise, nor shall Subtenant sublease the Premises or any part thereof without the prior written consent of Sublessor. Any attempted assignment, subletting, encumbrance or other transfer by Subtenant in violation of the terms and covenants of this Paragraph 16 shall automatically be a Default under the terms of this Sublease subject to the remedies described herein. Any assignee or sublessee which is approved and permitted pursuant hereto must expressly accept and assume in writing all of the obligations of Subtenant hereunder. The consent of Sublessor to any such assignment, sublease or other transfer may be withheld by Sublessor in Sublessor's sole and arbitrary discretion. Sublessor may further impose conditions on the granting of consent to any such assignment, sublease or other transfer as Sublessor may, in Sublessor's sole and arbitrary discretion, desire. If the Subtenant desires to assign or otherwise transfer this Sublease or any right or interest hereunder or to enter into any sublease of the Premises, then Subtenant shall deliver written notice of such intent to the Sublessor, together with a copy of the proposed instrument of assignment, transfer or sublease, at least thirty (30) days prior to the effective date of the proposed assignment or transfer or commencement date of the term of the proposed sublease. In the event of any approved sublease or assignment or other transfer hereunder, the Subtenant shall not be released or discharged from any liability or obligation (whether past, present or future) under this Sublease, including any renewal term of this Sublease, it being agreed that upon any such assignment, transfer or subletting, Subtenant shall not be relieved of any obligations hereunder and shall continue to have liability under this Sublease with respect to the Premises throughout the Term. If the rental rate agreed upon between Subtenant and any proposed subtenant under any proposed sublease of the Premises (or any part thereof) is greater than the rental rate that Subtenant must pay Sublessor hereunder for that portion of the Premises that is subject to such proposed sublease, or if any consideration shall be received by Subtenant in connection with any such proposed assignment, sublease or other transfer (in addition to rental as provided in any such proposed sublease), then all of such excess rental or such consideration, as the case may be (or both), shall be owed by Subtenant to Sublessor hereunder and shall be paid by Subtenant to Sublessor, which payment shall be made immediately upon receipt thereof by Subtenant. For purposes of this Paragraph 16, an assignment, sublease or transfer shall be considered to include any change in the majority ownership or control of Subtenant (if Subtenant is a corporation, a partnership or any other form of entity) and shall further include any change in the ownership or control of Subtenant through merger, consolidation, sale of assets or stock, reorganization or otherwise. All subleases, assignments or other transfers approved and permitted pursuant hereto shall be subject and subordinate to this Sublease (including any amendment hereto or modification, extension, renewal or replacement hereof and further including any new lease given in substitution for this Sublease) and all of the terms and covenants hereof, and any default under the terms of a sublease, assignment or other transfer which violates any of the provisions of this Sublease (as this Sublease may have then been modified, amended, extended, renewed or replaced) or any such substitute lease shall be deemed a Default hereunder. The covenants and agreements set forth in this Paragraph 16 shall run with the land comprising the Premises and shall bind Subtenant and Subtenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Subtenant's interest in this Sublease, by assuming Subtenant's obligations hereunder, shall assume liability to Sublessor for all amounts paid to persons other than Sublessor by such successors in contravention of this Paragraph 16. Upon the occurrence of a Default by Subtenant hereunder, if the Premises or any part thereof or interest hereunder are then assigned, transferred or sublet, Sublessor, in addition to any other remedy herein provided or provided by law, may at Sublessor's option collect directly from any such assignee, transferee or subtenant all rents becoming due to Subtenant under such assignment, transfer or sublease and apply such rent and/or other consideration and amounts against any sums due to Sublessor from Subtenant hereunder, and no such collection shall be construed to constitute a novation or a release of Subtenant from the further performance of Subtenant's obligations hereunder.

By Subtenant. Subtenant shall notnot make any alterations to or modifications of the Leased Premises or construct any improvements within the Leased Premises until Sublandlord and Head Landlord shall have first approved, in writing, the plans and specifications therefor, which approval shall not be unreasonably withheld or delayed. Sublandlord’s approval shall be conditioned upon the Subtenant restoring the alterations within the Leased Premises to their delivery condition prior to the surrender of the Leased Premises upon the Expiration Date or termination of the Sublease. Subtenant’s written request to Sublandlord and Head Landlord shall also contain a request for Sublandlord and Head Landlord each to elect whether or not it will require the removal of the subject alterations, modifications or improvements at the expiration or earlier termination of this Sublease. If such additional request is not included, Sublandlord and Head Landlord each may make such election at the expiration or earlier termination of this Sublease. All modifications, alterations or improvements, once approved by Sublandlord and Head Landlord, shall be made, constructed or installed by Subtenant at Subtenant’s expense (including all permit fees and governmental charges related thereto), using a licensed contractor first approved by Sublandlord and Head Landlord, in substantial compliance with the approved plans and specifications therefor. All work undertaken by Subtenant shall be done in accordance with all Laws and in a good and workmanlike manner using new materials of good quality. Subtenant shall not commence the making of any such modifications or alterations or the construction of any such improvements until (i) all required governmental approvals and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this Sublease have been satisfied, (iii) Subtenant shall have given Sublandlord and Head Landlord at least five (5) business days prior written notice of its intention to commence such work so that Sublandlord and Head Landlord may post and file notices of non-responsibility, and (iv) if requested by Sublandlord or Head Landlord, Subtenant shall have obtained builder’s risk insurance in an amount satisfactory to Sublandlord and/or Head Landlord in its reasonable discretion to cover any perils relating to the proposed work not covered by insurance carried by Subtenant pursuant to Article 9. In no event shall Subtenant make any modification, alterations or improvements whatsoever to the Outside Areas or the exterior or structural components of the Building including, without Sublessor's prior written consentlimitation, assignany cuts or penetrations in the floor, mortgageroof or exterior walls of the Leased Premises (except to the extent Subtenant has obtained Sublandlord’s and Head Landlord’s approval pursuant to Section 4.2). As used in this Article, pledgethe term “modifications, encumberalterations and/or improvements” shall include, hypothecate without limitation, the installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or otherwise transfer or permit the transfer like. Provided that Head Landlord expressly consents to the following terms of Section 6.1 as part of consent of this Sublease or then notwithstanding the foregoing Subtenant's interest (or any part thereof) in this Sublease or any of Subtenant's rights or obligations hereunder, in whole or in part, by operation of law, court decree or otherwise, nor shall Subtenant sublease the Premises or any part thereof without the prior written consent of Sublessor. Any attempted assignmentSublandlord or Head Landlord, subletting, encumbrance or other transfer by Subtenant in violation of the terms and covenants of this Paragraph 16 shall automatically be a Default under the terms of this Sublease subject permitted to make non-structural alternations to the remedies described herein. Any assignee or sublessee which is approved Leased Premises, provided that: (a) such alterations do not exceed $20,000 individually, (b) Subtenant shall timely provide Sublandlord and permitted Head Landlord the notice required pursuant hereto must expressly accept to Paragraph 4.9 above, (c) Subtenant shall notify Sublandlord and assume Head Landlord in writing all of the obligations of Subtenant hereunder. The consent of Sublessor to any such assignment, sublease or other transfer may be withheld by Sublessor in Sublessor's sole and arbitrary discretion. Sublessor may further impose conditions on the granting of consent to any such assignment, sublease or other transfer as Sublessor may, in Sublessor's sole and arbitrary discretion, desire. If the Subtenant desires to assign or otherwise transfer this Sublease or any right or interest hereunder or to enter into any sublease of the Premises, then Subtenant shall deliver written notice of such intent to the Sublessor, together with a copy of the proposed instrument of assignment, transfer or sublease, at least within thirty (30) days of completion of the alteration and deliver to Sublandlord and Head Landlord a set of the plans and specifications therefor, either “as built” or marked to show construction changes made, and (d) Subtenant shall upon Sublandlord’s or Head Landlord’s request, remove the alteration at the termination of the Sublease and restore the Leased Premises to their condition prior to the effective date of the proposed assignment or transfer or commencement date of the term of the proposed sublease. In the event of any approved sublease or assignment or other transfer hereunder, the Subtenant shall not be released or discharged from any liability or obligation (whether past, present or future) under this Sublease, including any renewal term of this Sublease, it being agreed that upon any such assignment, transfer or subletting, Subtenant shall not be relieved of any obligations hereunder and shall continue to have liability under this Sublease with respect to the Premises throughout the Term. If the rental rate agreed upon between Subtenant and any proposed subtenant under any proposed sublease of the Premises (or any part thereof) is greater than the rental rate that Subtenant must pay Sublessor hereunder for that portion of the Premises that is subject to such proposed sublease, or if any consideration shall be received by Subtenant in connection with any such proposed assignment, sublease or other transfer (in addition to rental as provided in any such proposed sublease), then all of such excess rental or such consideration, as the case may be (or both), shall be owed by Subtenant to Sublessor hereunder and shall be paid by Subtenant to Sublessor, which payment shall be made immediately upon receipt thereof by Subtenant. For purposes of this Paragraph 16, an assignment, sublease or transfer shall be considered to include any change in the majority ownership or control of Subtenant (if Subtenant is a corporation, a partnership or any other form of entity) and shall further include any change in the ownership or control of Subtenant through merger, consolidation, sale of assets or stock, reorganization or otherwise. All subleases, assignments or other transfers approved and permitted pursuant hereto shall be subject and subordinate to this Sublease (including any amendment hereto or modification, extension, renewal or replacement hereof and further including any new lease given in substitution for this Sublease) and all of the terms and covenants hereof, and any default under the terms of a sublease, assignment or other transfer which violates any of the provisions of this Sublease (as this Sublease may have then been modified, amended, extended, renewed or replaced) or any such substitute lease shall be deemed a Default hereunder. The covenants and agreements set forth in this Paragraph 16 shall run with the land comprising the Premises and shall bind Subtenant and Subtenant's heirs, executors, administrators, personal representatives, representatives in any bankruptcy proceeding, successors and assigns. Any assignee, sublessee or transferee of Subtenant's interest in this Sublease, by assuming Subtenant's obligations hereunder, shall assume liability to Sublessor for all amounts paid to persons other than Sublessor by such successors in contravention of this Paragraph 16. Upon the occurrence of a Default by Subtenant hereunder, if the Premises or any part thereof or interest hereunder are then assigned, transferred or sublet, Sublessor, in addition to any other remedy herein provided or provided by law, may at Sublessor's option collect directly from any such assignee, transferee or subtenant all rents becoming due to Subtenant under such assignment, transfer or sublease and apply such rent and/or other consideration and amounts against any sums due to Sublessor from Subtenant hereunder, and no such collection shall be construed to constitute a novation or a release of Subtenant from the further performance of Subtenant's obligations hereunderalteration.