Common use of Conditions to Consent Clause in Contracts

Conditions to Consent. If Landlord consents to a proposed Transfer, then prior to taking possession, the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes Tenant’s obligations hereunder; however, any transferee of less than all of the space in the Leased Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. No Transfer shall release Tenant from its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor, except in the event a Transfer is to the County of Marin or its designee (as to the designee, to the extent the County of Marin guarantees performance under the Lease), in which case Tenant shall be released from any and all obligations under this Lease for which it would otherwise be responsible from the date of such Transfer forward. Landlord’s consent to any Transfer shall not be deemed consent to any subsequent Transfers. If an Event of Default of this Lease occurs while the Leased Premises or any part thereof is subject to a Transfer, then Landlord, in addition to its other remedies, may during the continuance of such Event of Default, collect directly from such transferee all rents becoming due to Tenant and apply such rents against Monthly Rent or any other sums then due under this Lease. Tenant authorizes its transferees to make payments of Rent directly to Landlord upon receipt of notice from Landlord to do so following the occurrence of an Event of Default hereunder. In all events, it is understood and agreed that all rents paid to Tenant by an assignee or subtenant shall be received by Tenant in trust for Landlord and shall be forwarded to Landlord without offset or reduction of any kind. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment (provided that the foregoing shall not waive any approval right that Landlord may have with respect to such improvements pursuant to another provision of this Lease).

Conditions to Consent. If Landlord consents to a proposed Transfer, then prior to taking possession, the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes Tenant’s obligations hereunder; however, any transferee of less than all of the space in the Leased Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. No Transfer shall release Tenant from its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor, except in the event a Transfer is to the County of Marin or its designee (as to the designee, to the extent the County of Marin guarantees performance under the Lease), in which case Tenant shall be released from any and all obligations under this Lease for which it would otherwise be responsible from the date of such Transfer forward. Landlord’s consent to any Transfer shall not be deemed consent to any subsequent Transfers. If an Event of Default of this Lease occurs while the Leased Premises or any part thereof is are subject to a Transfer, then Landlord, in addition to its other remedies, may during the continuance of such Event of Default, collect directly from such transferee all rents becoming due to Tenant and apply such rents against Monthly Rent or any other sums then due under this LeaseRent. Tenant authorizes its transferees to make payments of Rent rent directly to Landlord upon receipt of notice from Landlord to do so following the occurrence of an Event of Default hereunder. In all events, it is understood and agreed that all All rents paid to Tenant by an assignee or subtenant shall be received by Tenant in trust for Landlord and shall be forwarded to Landlord without offset or reduction of any kind. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment (provided that the foregoing shall not waive any approval right that Landlord may have with respect to such improvements pursuant to another provision of this Lease).

Conditions to Consent. If Landlord consents to a proposed Transfer, then prior to taking possession, the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes Tenant’s 's obligations hereunder; however, any transferee of less than all of the space in the Leased Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. No Transfer shall release Tenant from its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor, except in the event a Transfer is to the County of Marin or its designee (as to the designee, to the extent the County of Marin guarantees performance under the Lease), in which case Tenant shall be released from any and all obligations under this Lease for which it would otherwise be responsible from the date of such Transfer forward. Landlord’s 's consent to any Transfer shall not be deemed consent waive Landlord's rights as to any subsequent TransfersTransfers and no subtenant of any portion of the Premises shall be permitted to further sublease any portion of its subleased space. If an Event of Default of this Lease occurs while the Leased Premises or any part thereof is are subject to a Transfer, then Landlord, in addition to its other remedies, may during the continuance of such Event of Default, collect directly from such transferee all rents becoming due to Tenant and apply such rents against Monthly Rent or any other sums then due under this LeaseRent. Tenant authorizes its transferees to make payments of Rent rent directly to Landlord upon receipt of notice from Landlord to do so following the occurrence of an Event of Default hereunder. In all events, it is understood and agreed that all rents paid to Tenant by an assignee or subtenant shall be received by Tenant in trust for Landlord and shall be forwarded to Landlord without offset or reduction of any kind. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment (provided that the foregoing shall not waive any approval right that Landlord may have with respect to such improvements pursuant to another provision of this Lease)assignment.

Conditions to Consent. If Landlord consents to a proposed Transferany such transfer, then prior to taking possessionassignment or subletting hereunder for which its consent is required, the proposed transferee same shall not be effective unless and until (a) Tenant gives written notice thereof to Landlord and (b) such transferee, assignee or sublessee shall deliver to Landlord Landlord: (i) a written agreement whereby it expressly in form and substance satisfactory to Landlord pursuant to which such transferee, assignee or sublessee assumes Tenant’s obligations hereunder; however, any transferee of less than all of the space in obligations and liabilities of Tenant hereunder that accrue after the Leased Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period date of the Transfer. No Transfer shall release Tenant from its obligations assignment or sublease; (ii) a certified copy of the assignment agreement or sublease; and (iii) the assignor agrees in writing satisfactory to Landlord in form and substance to remain liable under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor, except in the event a Transfer is to the County of Marin or its designee (as to the designee, to the extent the County of Marin guarantees performance under the Lease), in which case . Tenant shall be released from pay Landlord's reasonable attorneys' fees and other actual out-of-pocket costs incurred in connection with Tenant's request for any and all obligations under Landlord’s consent. If this Lease for which it would otherwise be responsible from is transferred or assigned, as aforesaid, or if the date of such Transfer forward. Landlord’s consent to any Transfer shall not be deemed consent to any subsequent Transfers. If an Event of Default of this Lease occurs while the Leased Premises or any part thereof is subject to a Transferbe sublet or occupied by anybody other than Tenant, in violation of this Lease, then Landlord, whether before or after default by Tenant, may, in addition to, and not in diminution of or substitution for, any other rights and remedies under this Lease or pursuant to its other remedies, law which Landlord may during the continuance of such Event of Defaultbe entitled as a result thereof, collect directly rent from such transferee all rents becoming due to Tenant the transferee, assignee, subtenant or occupant and apply the net amount collected to the Rent herein reserved, but no such rents against Monthly Rent transfer, assignment, subletting, occupancy or any other sums then due under this Lease. Tenant authorizes its transferees to make payments of Rent directly to Landlord upon receipt of notice from Landlord to do so following the occurrence of an Event of Default hereunder. In all events, it is understood and agreed that all rents paid to Tenant by an assignee or subtenant collection shall be received deemed a waiver of Landlord’s right to give or withhold consent to any transfer, assignment, mortgaging, or encumbering of the Premises, or a release of Tenant from the further performance by Tenant in trust for Landlord and shall be forwarded to Landlord without offset or reduction of any kind. covenants on the part of Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment (provided that the foregoing shall not waive any approval right that Landlord may have with respect to such improvements pursuant to another provision of this Lease)herein contained.

Conditions to Consent. If Landlord consents to a proposed TransferTransfer that is an assignment of the Tenant’s entire interest in the Lease, then prior to taking possession, the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes Tenant’s obligations hereunder; provided, however, any transferee of less than all of the space Tenant’s entire interest in the Leased Premises Lease shall be liable only for the obligations under this Lease that are properly allocable to the space subject to the such Transfer for the period of the TransferTransfer in which event the proposed transferee shall deliver to Landlord a written agreement whereby such sublease shall be subject and subordinate to the Lease. No Transfer shall release Tenant from its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor, except in the event a Transfer is to the County of Marin or its designee (as to the designee, to the extent the County of Marin guarantees performance under the Lease), in which case Tenant shall be released from any and all obligations under this Lease for which it would otherwise be responsible from the date of such Transfer forward. Landlord’s consent to any Transfer shall not be deemed consent to any subsequent Transfers. If an a Monetary Event of Default of this Lease occurs while the Leased Premises or any part thereof is are subject to a Transfer, then Landlord, in addition to its other remedies, may during the continuance of such Event of Default, collect directly from such transferee all rents becoming due to Tenant and apply such rents against Monthly Rent or any other sums then due under this LeaseRent. Tenant authorizes its transferees to make payments of Rent rent directly to Landlord upon receipt of notice from Landlord to do so following the occurrence of an Event of Default hereunder. In all events, it is understood and agreed that all rents paid to Tenant by an assignee or subtenant shall be received by Tenant in trust for Landlord and shall be forwarded to Landlord without offset or reduction of any kind. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment (provided that the foregoing shall not waive any approval right that Landlord may have with respect to such improvements pursuant to another provision of this Lease)assignment.

Conditions to Consent. If Landlord consents (or is deemed to have consented) to a proposed Transfer, then prior to taking possession, the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes Tenant’s obligations hereunder; however, any transferee of less than all of the space in the Leased Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. No Transfer shall release Tenant from its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor, except in the event a Transfer is to the County of Marin or its designee (as to the designee, to the extent the County of Marin guarantees performance under the Lease), in which case Tenant shall be released from any and all obligations under this Lease for which it would otherwise be responsible from the date of such Transfer forward. Landlord’s consent to any Transfer shall not be deemed consent waive Landlord’s rights as to any subsequent TransfersTransfers and no subtenant of any portion of the Premises shall be permitted to further sublease any portion of its subleased space. If an Event of a Tenant Default of this Lease occurs while the Leased Premises or any part thereof is are subject to a Transfer, then Landlord, in addition to its other remedies, may during the continuance of such Event of Default, collect directly from such transferee all rents becoming due to Tenant and apply such rents against Monthly Rent or any other sums then due under this LeaseRent. Tenant authorizes its transferees to make payments of Rent directly to Landlord upon receipt of notice from Landlord to do so following the occurrence of an Event of a Tenant Default hereunder. In all events, it is understood and agreed that all rents paid to Tenant by an assignee or subtenant shall be received by Tenant in trust for Landlord and shall be forwarded to Landlord without offset or reduction of any kind. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment (provided that the foregoing shall not waive any approval right that Landlord may have with respect to such improvements pursuant to another provision of this Lease)assignment.

Conditions to Consent. If Landlord consents to a proposed Transfer, then prior to taking possession, the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes Tenant’s obligations hereunder; however, any transferee of less than all of the space in the Leased Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. No Transfer shall release Tenant from its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor, except in the event a Transfer is to the County of Marin or its designee (as to the designee, to the extent the County of Marin guarantees performance under the Lease), in which case Tenant shall be released from any and all obligations under this Lease for which it would otherwise be responsible from the date of such Transfer forward. LandlordXxxxxxxx’s consent to any Transfer shall not be deemed consent waive Landlord’s rights as to any subsequent TransfersTransfers and no subtenant of any portion of the Premises shall be permitted to further sublease any portion of its subleased space. If an Event of Default of this Lease occurs while the Leased Premises or any part thereof is are subject to a Transfer, then Landlord, in addition to its other remedies, may during the continuance of such Event of Default, collect directly from such transferee all rents becoming due to Tenant and apply such rents against Monthly Rent or any other sums then due under this LeaseRent. Tenant authorizes its transferees to make payments of Rent rent directly to Landlord upon receipt of notice from Landlord to do so following the occurrence of an Event of Default hereunder. In all events, it is understood and agreed that all rents paid to Tenant by an assignee or subtenant shall be received by Tenant in trust for Landlord and shall be forwarded to Landlord without offset or reduction of any kind. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment (provided that the foregoing shall not waive any approval right that Landlord may have with respect to such improvements pursuant to another provision of this Lease)assignment.

Conditions to Consent. If Landlord consents to a proposed Transfer, then prior to taking possession, the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes Tenant’s obligations hereunder; however, any transferee of less than all of the space in the Leased Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. No Transfer shall release Tenant from its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor, except in the event a Transfer is to the County of Marin or its designee (as to the designee, to the extent the County of Marin guarantees performance under the Lease), in which case Tenant shall be released from any and all obligations under this Lease for which it would otherwise be responsible from the date of such Transfer forward. Landlord’s consent to any Transfer shall not be deemed consent to any subsequent Transfers. If an Event of Default of this Lease occurs while the Leased Premises or any part thereof is are subject to a Transfer, then Landlord, in addition to its other remedies, may during the continuance of such Event of Default, collect directly from such transferee all rents becoming due to Tenant and apply such rents against Monthly Rent or any other sums then due under this LeaseRent. Tenant authorizes its transferees to make payments of Rent rent directly to Landlord upon receipt of notice OFFICE LEASE AGREEMENT Xxxxxxxx Xxxx Xxxxx, Xxxxxxxx Xxxx, Xxxxxxxxxx Arcutis, Inc. 15 from Landlord to do so following the occurrence of an Event of Default hereunder. In all events, it is understood and agreed that all rents paid to Tenant by an assignee or subtenant shall be received by Tenant in trust for Landlord and shall be forwarded to Landlord without offset or reduction of any kind. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment (provided that the foregoing shall not waive any approval right that Landlord may have with respect to such improvements pursuant to another provision of this Lease).

Conditions to Consent. If Landlord consents to a proposed Transfer, then prior to taking possession, the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes Tenant’s obligations hereunder; however, any transferee of less than all of the space in the Leased Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. Landlord will be deemed to have granted its consent to a proposed sublease if Landlord fails to disapprove such sublease within ten (10) business days of receipt of Tenant’s request for Landlord’s consent to such proposed sublease if Tenant’s such request states in prominent bold text with all capital letters that “YOUR FAILURE TO DISAPPROVE OF THE PROPOSED SUBLEASE WITHIN TEN (10) BUSINESS DAYS AFTER YOUR RECEIPT OF THIS REQUEST FOR CONSENT TO SUBLEASE SHALL CONSTITUTE YOUR APPROVAL OF SUCH SUBLEASE.” In no event shall Landlord be deemed to have approved any proposed assignment as assignments must be specifically approved by Landlord in writing in all instances. No Transfer shall release Tenant from its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor, except in the event a Transfer is to the County of Marin or its designee (as to the designee, to the extent the County of Marin guarantees performance under the Lease), in which case Tenant shall be released from any and all obligations under this Lease for which it would otherwise be responsible from the date of such Transfer forward. Landlord’s consent to any Transfer shall not be deemed consent waive Landlord’s rights as to any subsequent Transfers. If an Event of Default of this Lease occurs while the Leased Premises or any part thereof is are subject to a Transfer, then Landlord, in addition to its other remedies, may during the continuance of such Event of Default, collect directly from such transferee all rents becoming due to Tenant and apply such rents against Monthly Rent or any other sums then due under this LeaseRent. Tenant authorizes its transferees to make payments of Rent rent directly to Landlord upon receipt of notice from Landlord to do so following the occurrence of an Event of Default hereunder. In all events, it is understood and agreed that all rents paid to Tenant by an assignee or subtenant shall be received by Tenant in trust for Landlord and shall be forwarded to Landlord without offset or reduction of any kind. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment (provided that the foregoing shall not waive any approval unless Landlord exercises its recapture right that Landlord may have with respect to such improvements pursuant to another provision of this Lease)below.

Conditions to Consent. If Landlord consents consents, or is deemed to have consented, to a proposed Transfer, then prior to taking possession, the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes Tenant’s obligations hereunder; however, any transferee of less than all of the space in the Leased Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. No Transfer shall release Tenant from its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor, except in the event a Transfer is to the County of Marin or its designee (as to the designee, to the extent the County of Marin guarantees performance under the Lease), in which case Tenant shall be released from any and all obligations under this Lease for which it would otherwise be responsible from the date of such Transfer forward. Landlord’s consent to any Transfer shall not be deemed consent waive Landlord’s rights as to any subsequent TransfersTransfers and no subtenant of any portion of the Premises shall be permitted to further sublease any portion of its subleased space. If an Event of Default of this Lease occurs while the Leased Premises or any part thereof is are subject to a Transfer, then Landlord, in addition to its other remedies, may during the continuance of such Event of Default, collect directly from such transferee all rents becoming due to Tenant and apply such rents against Monthly Rent or any other sums then due under this LeaseRent. Tenant authorizes its transferees to make payments of Rent rent directly to Landlord upon receipt of notice from Landlord to do so following the occurrence of an Event of Default hereunder. In all events, it is understood and agreed that all rents paid to Tenant by an assignee or subtenant shall be received by Tenant in trust for Landlord and shall be forwarded to Landlord without offset or reduction of any kind. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment (provided that the foregoing shall not waive any approval right that Landlord may have with respect to such improvements pursuant to another provision of this Lease)assignment.

Conditions to Consent. If Landlord consents to a proposed Transfer, then prior to taking possession, the proposed transferee shall deliver to Landlord a written agreement on Landlord’s consent form whereby it expressly assumes Tenant’s obligations hereunderhereunder (among other terms and conditions reasonably required by Landlord in connection with providing its consent); however, any transferee of less than all of the space in the Leased Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. No Transfer shall release Tenant from its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor, except in the event a Transfer is to the County of Marin or its designee (as to the designee, to the extent the County of Marin guarantees performance under the Lease), in which case Tenant shall be released from any and all obligations under this Lease for which it would otherwise be responsible from the date of such Transfer forward. Landlord’s consent to any Transfer shall not be deemed consent waive Landlord’s rights as to any subsequent TransfersTransfers and no subtenant of any portion of the Premises shall be permitted to further sublease any portion of its subleased space. If an Event of Default of this Lease occurs while the Leased Premises or any part thereof is are subject to a Transfer, then Landlord, in addition to its other remedies, may during the continuance of such Event of Default, collect directly from such transferee all rents becoming due to Tenant and apply such rents against Monthly Rent or any other sums then due under this LeaseRent. Tenant authorizes its transferees to make payments of Rent rent directly to Landlord upon receipt of notice from Landlord to do so following the occurrence of an Event of Default hereunder. In all events, it is understood and agreed that all rents paid to Tenant by an assignee or subtenant shall be received by Tenant in trust for Landlord and shall be forwarded to Landlord without offset or reduction of any kind. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment (provided that the foregoing shall not waive any approval right that Landlord may have with respect to such improvements pursuant to another provision of this Lease).assignment. 11 0000 XXXXXXXX XXXXXXX – XXXXX XXXXXXXX XXXXX, XX 00000 4812-0074-7958.V2

Conditions to Consent. If Landlord consents to a proposed Transfer, then prior to taking possession, the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes Tenant’s obligations hereunder; however, any transferee of less than all of the space in the Leased Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. No Transfer shall release Tenant from its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor, except in the event a Transfer is to the County of Marin or its designee (as to the designee, to the extent the County of Marin guarantees performance under the Lease), in which case Tenant shall be released from any and all obligations under this Lease for which it would otherwise be responsible from the date of such Transfer forward. LandlordXxxxxxxx’s consent to any Transfer shall not be deemed consent to any subsequent Transfers. If an Event of Default of this Lease occurs and is continuing while the Leased Premises or any part thereof is are subject to a Transfer, then Landlord, in addition to its other remedies, may during the continuance of such Event of Default, collect directly from such transferee all rents becoming due to Tenant and apply such rents against Monthly Rent or any other sums then due under this LeaseRent. Tenant authorizes its transferees to make payments of Rent rent directly to Landlord upon receipt of notice from Landlord to do so following the occurrence of an Event of Default hereunder. In all eventsFollowing an Event of Default, it is understood and agreed that all rents paid to Tenant by an assignee or subtenant shall be received by Tenant in trust for Landlord and shall be forwarded to Landlord without offset or reduction of any kind. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment (provided that the foregoing shall not waive any approval right that Landlord may have with respect to such improvements pursuant to another provision of this Lease).

Conditions to Consent. If Landlord consents to a proposed Transfer, then prior to taking possession, the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes Tenant’s obligations hereunder; however, any transferee of less than all of the space in the Leased Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the TransferTransfer per the terms of the transfer document. No Transfer shall release Tenant from its obligations under this Lease, but rather Tenant and its transferee with respect to an assignment of this Lease, the assignee shall be jointly and severally liable therefor, except in the event a Transfer is to the County of Marin or its designee (as to the designee, to the extent the County of Marin guarantees performance under the Lease), in which case Tenant shall be released from any and all obligations under this Lease for which it would otherwise be responsible from the date of such Transfer forward. Landlord’s consent to any Transfer shall not be deemed consent to any subsequent Transfers. If an Event of Default of this Lease occurs while the Leased Premises or any part thereof is are subject to a Transfer, then Landlord, in addition to its other remedies, may during the continuance of such Event of Default, collect directly from such transferee all rents becoming due to Tenant and apply such rents against Monthly Rent or any other sums then due under this Leasehereunder. Tenant authorizes its transferees to make payments of Rent rent directly to Landlord upon receipt of notice from Landlord to do so following the occurrence of an Event of Default hereunder. In all eventsSubject to Section 10(f) below, it is understood and agreed that all rents paid to Tenant by an assignee or subtenant shall be received by Tenant in trust for Landlord and shall be forwarded to Landlord without offset or reduction of any kindkind following the occurrence of an Event of Default hereunder. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment (provided that the foregoing shall not waive any approval right that Landlord may have with respect to such improvements pursuant to another provision of this Lease).

Conditions to Consent. If Landlord consents to a proposed Transferany such transfer, then prior to taking possessionassignment or subletting hereunder for which its consent is required, the proposed transferee same shall not be effective unless and until (a) Tenant gives written notice thereof to Landlord and (b) such transferee, assignee or sublessee shall deliver to Landlord Landlord: (i) a written agreement whereby it expressly in form and substance satisfactory to Landlord pursuant to which such transferee, assignee or sublessee assumes Tenant’s obligations hereunder; however, any transferee of less than all of the space in obligations and liabilities of Tenant hereunder that accrue after the Leased Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period date of the Transfer. No Transfer shall release Tenant from its obligations assignment or sublease; (ii) a certified copy of the assignment agreement or sublease; and (iii) the assignor agrees in writing satisfactory to Landlord in form and substance to remain liable under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor, except in the event a Transfer is to the County of Marin or its designee (as to the designee, to the extent the County of Marin guarantees performance under the Lease), in which case . Tenant shall be released from pay Landlord's reasonable attorneys' fees and other actual out-of-pocket costs incurred in connection with Xxxxxx's request for any and all obligations under Landlord’s consent. If this Lease for which it would otherwise be responsible from is transferred or assigned, as aforesaid, or if the date of such Transfer forward. Landlord’s consent to any Transfer shall not be deemed consent to any subsequent Transfers. If an Event of Default of this Lease occurs while the Leased Premises or any part thereof is subject to a Transferbe sublet or occupied by anybody other than Tenant, in violation of this Lease, then Landlord, whether before or after default by Tenant, may, in addition to, and not in diminution of or substitution for, any other rights and remedies under this Lease or pursuant to its other remedies, law which Landlord may during the continuance of such Event of Defaultbe entitled as a result thereof, collect directly rent from such transferee all rents becoming due to Tenant the transferee, assignee, subtenant or occupant and apply the net amount collected to the Rent herein reserved, but no such rents against Monthly Rent transfer, assignment, subletting, occupancy or any other sums then due under this Lease. Tenant authorizes its transferees to make payments of Rent directly to Landlord upon receipt of notice from Landlord to do so following the occurrence of an Event of Default hereunder. In all events, it is understood and agreed that all rents paid to Tenant by an assignee or subtenant collection shall be received deemed a waiver of Landlord’s right to give or withhold consent to any transfer, assignment, mortgaging, or encumbering of the Premises, or a release of Tenant from the further performance by Tenant in trust for Landlord and shall be forwarded to Landlord without offset or reduction of any kind. covenants on the part of Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment (provided that the foregoing shall not waive any approval right that Landlord may have with respect to such improvements pursuant to another provision of this Lease)herein contained.

Conditions to Consent. If Landlord consents to a proposed Transfer, then prior to taking possession, the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes Tenant’s obligations hereunder; however, any transferee of less than all of the space in the Leased Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. No Transfer shall release Tenant from its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor, except in the event a Transfer is to the County of Marin or its designee (as to the designee, to the extent the County of Marin guarantees performance under the Lease), in which case Tenant shall be released from any and all obligations under this Lease for which it would otherwise be responsible from the date of such Transfer forward. Landlord’s consent to any Transfer shall not be deemed consent waive Landlord’s rights as to any subsequent Transfers. If an Event of Default of this Lease occurs while the Leased Premises or any part thereof is are subject to a Transfer, then Landlord, in addition to its other remedies, may during the continuance of such Event of Default, collect directly from such transferee all rents becoming due to Tenant and apply such rents against Monthly Rent or any other sums then due under this LeaseRent. Tenant authorizes its transferees to make payments of Rent rent directly to Landlord upon receipt of notice from Landlord to do so following the occurrence of an Event of Default hereunder. In all events, it is understood and agreed that all rents paid to Tenant by an assignee or subtenant shall be received by Tenant in trust for Landlord and shall be forwarded to Landlord without offset or reduction of any kindso. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment. In the event of an assignment (provided by Tenant that has been approved by the foregoing Landlord which is to an entity which has acquired or succeeded to a substantial part of Tenant’s business and which undertakes in writing to fully perform and discharge all of Tenant’s obligations and liabilities, Tenant shall not waive any approval right that Landlord may have assume, jointly and severally with respect to such improvements pursuant to another provision assignee, the performance of this Lease)Tenant’s obligations hereunder.

Conditions to Consent. If Landlord consents to a proposed Transfer, then prior to taking possession, the proposed transferee shall deliver to Landlord a written agreement in Landlord’s then standard form whereby it the transferee expressly assumes Tenant’s obligations hereunder; however, any transferee of less than all of the space in the Leased Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. No Transfer shall release Tenant from its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor, except in the event a Transfer is to the County of Marin or its designee (as to the designee, to the extent the County of Marin guarantees performance under the Lease), in which case Tenant shall be released from any and all obligations under this Lease for which it would otherwise be responsible from the date of such Transfer forward. LandlordXxxxxxxx’s consent to any Transfer shall not be deemed consent waive Landlord’s rights as to any subsequent TransfersTransfers and no subtenant of any portion of the Premises shall be permitted to further sublease any portion of its subleased space. If an Event of Default of this Lease occurs while the Leased Premises or any part thereof is are subject to a Transfer, then Landlord, in addition to its other remedies, may during the continuance of such Event of Default, collect directly from such transferee all rents becoming due to Tenant and apply such rents against Monthly Rent or any other sums then due under this LeaseRent. Tenant authorizes its transferees to make payments of Rent rent directly to Landlord upon receipt of notice from Landlord to do so following the occurrence of an Event of Default hereunder. In all events, it is understood and agreed that all rents paid to Tenant by an assignee or subtenant shall be received by Tenant in trust for Landlord and shall be forwarded to Landlord without offset or reduction of any kind. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment (provided that the foregoing shall not waive any approval right that Landlord may have with respect to such improvements pursuant to another provision of this Lease)assignment.

Conditions to Consent. If Landlord consents elects to consent to a proposed Transfer, then prior Landlord’s consent shall entirely conditional and contingent upon (regardless of whether any form of Landlord’s consent refers in any manner to taking possession, this condition) the proposed transferee shall deliver transferee’s execution and delivery to Landlord of a written agreement whereby it in which the transferee expressly assumes Tenant’s obligations hereunder; howeverunder this Lease for the express benefit of Landlord, or the proposed sublessee’s agreement to abide by all terms of this Lease for the express benefit of Landlord, as applicable, agrees that Landlord shall have all remedies against the transferee with respect to a breach of this Lease as Landlord has against Tenant, acknowledges that any Transfer that is a Sublease is subject to the terms of this Section 13.5, and agrees to any additional reasonable conditions upon which Landlord has agreed to consent to such Transfer, provided that any transferee of less than all of the space in the Leased Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. In the case of a Sublease, Tenant and the subtenant shall enter into an agreement prepared by Landlord specifying Landlord’s reasonable conditions to the Sublease and any additional Rent that Tenant will be obligated to pay to Landlord under Section 13.7 as a consequence of such Sublease. No Sublease shall survive the expiration or termination of the Term, provided that Landlord may elect, upon written notice to any occupant under any Sublease, to assume such Sublease, in which case such Sublease shall survive the termination or expiration of this Lease, and the occupant under such Sublease shall attorn to Landlord as its direct landlord under the terms of the Sublease. In addition, in the event of any default by Tenant that remains uncured beyond the expiration of any applicable notice or cure period, Landlord may elect, in its sole discretion, by written notice to Tenant and the occupant under any Sublease, to assume such Sublease, in which case the occupant under such Sublease shall attorn to Landlord as its direct landlord under the terms of the Sublease, and Tenant shall be automatically deemed to have relinquished to Landlord the premises subleased under such Sublease for the remainder of the Term, and Tenant’s sole liability with respect to such relinquished space shall be to pay to Landlord any shortfall between the rent Landlord actually receives under the Sublease and the Rent Tenant owes to Landlord under this Lease with respect to the relinquished space, on a per rentable square foot basis. Notwithstanding anything in this Lease to the contrary, in the event Landlord assumes any Sublease, Landlord shall not be liable to the occupant under the Sublease for any prepaid rents or security deposits paid to Tenant, or for any breach or default of the Sublease by Tenant. No subtenant or other occupant under any Sublease shall have any right whatsoever to enter into any Transfer of all or any of the Premises or its rights under such Sublease without Landlord’s prior written consent, which consent Landlord may withhold in its sole discretion for any reason whatsoever. No Transfer shall release Tenant from its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor, except in the event a Transfer is to the County of Marin or its designee (as to the designee, to the extent the County of Marin guarantees performance under the Lease), in which case Tenant shall be released from any and for all obligations of the Tenant under this Lease for which it would otherwise be responsible from arising on or at any time after the effective date of such Transfer forward. Landlord’s consent to any Transfer shall not be deemed consent to any subsequent Transfersthe Transfer. If an Event of Default of this Lease occurs while the Leased Premises all or any part thereof of the Premises is subject to a Transfer, then Landlord, in addition to its other remedies, may during may, to the continuance of such Event of Defaultextent permitted by Law, collect directly from such the transferee all rents becoming due to Tenant and apply such rents against Monthly Rent or any other sums then due under this Leasefor so long as the Event of Default continues. Tenant hereby authorizes its transferees to make payments of Rent rent directly to Landlord upon receipt of notice from Landlord to do so following the occurrence of an Event of Default hereunder. In all events, it is understood and agreed that all rents paid without notice to Tenant or consent by an assignee or subtenant shall be received by Tenant in trust for Landlord and shall be forwarded to Landlord without offset or reduction of any kindTenant. Tenant shall pay for the cost of any demising walls or other improvements necessitated required by a proposed subletting Sublease or assignment (provided that the foregoing shall not waive any approval right that Landlord may have with respect to such improvements pursuant to another provision of this Lease)Assignment.

Conditions to Consent. If Landlord consents to a proposed Transfer, then prior to taking possession, the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes Tenant’s obligations hereunder; however, any transferee of less than all of the space in the Leased Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. No Transfer shall release Tenant from its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor, except in the event a Transfer is to the County of Marin or its designee (as to the designee, to the extent the County of Marin guarantees performance under the Lease), in which case Tenant shall be released from any and all obligations under this Lease for which it would otherwise be responsible from the date of such Transfer forward. LandlordXxxxxxxx’s consent to any Transfer shall not be deemed consent to any subsequent Transfers. If an Event of Default of this Lease occurs while the Leased Premises or any part thereof is are subject to a Transfer, then Landlord, in addition to its other remedies, may during the continuance of such Event of Default, collect directly from such transferee all rents becoming due to Tenant and apply such rents against Monthly Rent or any other sums then due under this LeaseRent. Tenant authorizes its transferees to make payments of Rent rent directly to Landlord upon receipt of notice from Landlord to do so following the occurrence of an Event of Default hereunder. In all events, it is understood and agreed that all rents paid to Tenant by an assignee or subtenant shall be received by Tenant in trust for Landlord and shall be forwarded to Landlord without offset or reduction of any kind. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment (provided that the foregoing shall not waive any approval right that Landlord may have with respect to such improvements pursuant to another provision of this Lease).

Conditions to Consent. Concurrently with Tenant's notice of any request for consent to a Transfer, Tenant shall pay to Landlord a fee of $750.00 to defray Landlord's expenses in reviewing such request, and Tenant shall also reimburse Landlord immediately upon request for its reasonable attorneys' fees incurred in connection with considering any request for consent to a Transfer. If Landlord consents to a proposed Transfer, then prior to taking possession, the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes Tenant’s 's obligations hereunder; however, any transferee of less than all of the space in the Leased Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. No Landlord's consent to a Transfer shall not release Tenant from its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor, except in the event a Transfer is to the County of Marin or its designee (as to the designee, to the extent the County of Marin guarantees performance under the Lease), in which case Tenant shall be released from any and all obligations under this Lease for which it would otherwise be responsible from the date of such Transfer forward. Landlord’s 's consent to any Transfer shall not be deemed consent waive Landlord's rights as to any subsequent Transfers. If an Event of Default of this Lease occurs while the Leased Premises or any part thereof is are subject to a Transfer, then Landlord, in addition to its other remedies, may during the continuance of such Event of Default, collect directly from such transferee all rents becoming due to Tenant and apply such rents against Monthly Rent or any other sums then due under this LeaseRent. Tenant authorizes its transferees to make payments of Rent rent directly to Landlord upon receipt of notice from Landlord to do so following the occurrence of an Event of Default hereunderso. In all eventsThis Section 10.4 does not, it is understood and agreed that all rents paid to Tenant by an assignee or subtenant shall be received by Tenant in trust for Landlord and shall not be forwarded to Landlord without offset or reduction construed to, create any rights in favor of any kind. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment (provided that the foregoing shall not waive any approval right that Landlord may have with respect to such improvements pursuant to another provision of this Lease)third parties.