Common use of Conditions to Consent Clause in Contracts

Conditions to Consent. Notwithstanding anything to the contrary contained herein, it shall not be unreasonable for Landlord to withhold its consent to any proposed assignment or sublease if (i) the Tangible Net Worth of any such proposed assignee is less than the greater of (A) the Tangible Net Worth of Tenant on the date hereof or (B) the Tangible Net Worth of Tenant at the time of any such assignment; or (ii) the proposed use is not limited to the Permitted Use; or (iii) any such proposed assignee or subtenant is a governmental entity, or subdivision or agency thereof (provided, however, that it is hereby agreed and acknowledged that in no event shall Landlord’s right to withhold consent be limited to the basis set forth in clauses (i) through (iii) above); or (iv) Tenant is in default hereunder. Landlord’s consent shall be granted only if the assignee or subtenant shall promptly execute, acknowledge, and deliver to Landlord an agreement in form and substance satisfactory to Landlord whereby the assignee or subtenant shall agree to be bound by and upon the covenants, agreements, terms, provisions and conditions set forth in this Lease other than, with respect to a proposed subtenant, the payment of Rent hereunder. 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.

Conditions to Consent. Notwithstanding anything As a condition to Landlord’s prior written consent as provided for in this Article 22, (i) Tenant shall pay to Landlord a nonrefundable review fee of $500.00 plus Landlord’s reasonable legal and consultant fees and costs incurred due to the contrary contained hereinrequest to transfer, (ii) Tenant shall provide to Landlord such background, financial and other information as Landlord may request to evaluate the proposed transfer, (iii) the transferee(s) shall agree in writing to comply with and be bound by all of the terms, covenants, conditions, provisions and agreements of this Agreement, and (iv) Tenant shall deliver to Landlord, promptly after execution, an executed copy of each transfer instrument and an agreement of said compliance by each transferee. Tenant agrees, by way of example and without limitation, that it shall not be unreasonable for Landlord to withhold its consent to any a proposed assignment or sublease subletting if (ia) Landlord determines that the Tangible Net Worth proposed assignee’s or subtenant’s use of the Premises conflicts with Section 1.10 or conflicts with any such other provision under this Agreement; (b) Landlord determines that the proposed assignee is less than assignment or subletting would breach a covenant, condition or restriction in any encumbrance, financing agreement or other agreement relating to the greater of (A) the Tangible Net Worth of Tenant on the date hereof Premises or this Agreement; or (Bc) the Tangible Net Worth an Event of Tenant Default under Article 20 has occurred and is continuing at the time of any such assignment; or (ii) the proposed use is not limited to the Permitted Use; or (iii) any such proposed assignee or subtenant is a governmental entityTenant’s request for Landlord’s consent, or subdivision as of the effective date of such assignment or agency thereof (provided, however, that it is hereby agreed and acknowledged that in no event shall Landlord’s right to withhold consent be limited to the basis set forth in clauses (i) through (iii) above); or (iv) Tenant is in default hereunder. Landlord’s consent shall be granted only if the assignee or subtenant shall promptly execute, acknowledge, and deliver to Landlord an agreement in form and substance satisfactory to Landlord whereby the assignee or subtenant shall agree to be bound by and upon the covenants, agreements, terms, provisions and conditions set forth in this Lease other than, with respect to a proposed subtenant, the payment of Rent hereunder. 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 hereundersubletting.

Conditions to Consent. Notwithstanding anything If Landlord consents to any such transfer, assignment or subletting hereunder for which its consent is required, the contrary contained herein, it same shall not be unreasonable for effective unless and until (a) Tenant gives written notice thereof to Landlord and (b) such transferee, assignee or sublessee shall deliver to withhold its consent to any proposed assignment or sublease if Landlord: (i) the Tangible Net Worth of any such proposed assignee is less than the greater of (A) the Tangible Net Worth of Tenant on the date hereof or (B) the Tangible Net Worth of Tenant at the time of any such assignment; or (ii) the proposed use is not limited to the Permitted Use; or (iii) any such proposed assignee or subtenant is a governmental entity, or subdivision or agency thereof (provided, however, that it is hereby agreed and acknowledged that in no event shall Landlord’s right to withhold consent be limited to the basis set forth in clauses (i) through (iii) above); or (iv) Tenant is in default hereunder. Landlord’s consent shall be granted only if the assignee or subtenant shall promptly execute, acknowledge, and deliver to Landlord an written agreement in form and substance satisfactory to Landlord whereby the pursuant to which such transferee, assignee or subtenant sublessee assumes all of the obligations and liabilities of Tenant hereunder that accrue after the date of the 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. Tenant shall agree to be bound by pay Landlord’s reasonable attorney’s fees and upon the covenants, agreements, terms, provisions and conditions set forth other actual out-of- pocket costs incurred in connection with Tenant’s request for any Landlord consent. If this Lease is transferred or assigned, as aforesaid, or if the Premises or any part thereof be sublet or occupied by anybody other thanthan Tenant, with respect 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 law which Landlord may be entitled as a proposed subtenantresult thereof, collect rent from the payment transferee, assignee, subtenant or occupant and apply the net amount collected to the Rent herein reserved, but no such transfer, assignment, subletting, occupancy or collection shall be deemed a waiver of Rent hereunder. Landlord’s right to give or withhold consent to any transfer, assignment, mortgaging, or encumbering of the Premises, or a release of Tenant authorizes its transferees to make payments from the further performance by Tenant of rent directly to Landlord upon receipt covenants on the part of notice from Landlord to do so following the occurrence of an Event of Default hereunderTenant herein contained.

Conditions to Consent. Notwithstanding anything to the contrary contained herein, it shall not be unreasonable for Landlord to withhold its consent to any proposed assignment or sublease if (i) Tenant proposes to assign this Lease or sublease the Tangible Net Worth Premises or any portion thereof to any person or entity with whom Landlord is then negotiating for the rental of other space in the Business Park or who is a tenant in any building in the Business Park or any other building owned by Landlord or any affiliate of Landlord; or (ii) the net worth of any such proposed assignee or subtenant is less than the greater of (A) the Tangible Net Worth net worth of Tenant on the date hereof or (B) the Tangible Net Worth net worth of Tenant at the time of any such assignmentassignment or sublease; or (iiiii) in Landlord’s judgment the proposed assignee or subtenant is engaged in a business which is not in keeping with the then standards of the Building and the proposed use is not limited to the Permitted Use; or (iiiiv) there are then two (2) or more leases or subleases in effect with respect to the Premises (including this Lease); or (v) the proposed sublease is for a portion of the Premises of less than 5,000 rentable square feet; or (vi) any such proposed assignee or subtenant rent payable by Tenant hereunder is a governmental entity, or subdivision or agency thereof so-called “percentage rent” (provided, however, that it is hereby agreed and acknowledged that in no event shall Landlord’s right to withhold consent be limited to the basis set forth in clauses (i) through (iiivi) above); or (iv) Tenant is in default hereunder. Landlord’s consent shall be granted only if any and all rights of expansion, extension, renewal, first offer, and the like contained within this Lease are deleted and/or waived by Tenant, and if requested by Landlord such assignee or subtenant, and only if the assignee or subtenant shall promptly execute, acknowledge, and deliver to Landlord an agreement in form and substance satisfactory to Landlord whereby the assignee or subtenant shall agree to be bound by and upon the covenants, agreements, terms, provisions and conditions set forth in this Lease other than, with respect to a proposed subtenant, than the payment of Rent hereunder. 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.

Conditions to Consent. Notwithstanding anything to the contrary contained herein, it shall not be unreasonable for Landlord to withhold its consent to any proposed assignment or sublease if (i) Tenant proposes to assign this Lease or sublease the Tangible Net Worth Premises or any portion thereof to any person or entity with whom Landlord is then negotiating for the rental of other space in the Building or who is a tenant in the Building or any other building owned by Landlord or any affiliate of Landlord; or (ii) the net worth of any such proposed assignee or subtenant is less than the greater of (A) the Tangible Net Worth net worth of Tenant on the date hereof or (B) the Tangible Net Worth net worth of Tenant at the time of any such assignmentassignment or sublease; or (iiiii) the proposed use is not limited to the Permitted UseUses; or (iiiiv) there are then two (2) or more leases or subleases in effect with respect to the Premises (including this Lease); or (v) any such proposed assignee or subtenant rent payable by Tenant hereunder is a governmental entity, or subdivision or agency thereof so-called “percentage rent” (provided, however, that it is hereby agreed and acknowledged that in no event shall Landlord’s right to withhold consent be limited to the basis set forth in clauses (i) through (iiiv) above); or (iv) Tenant is in default hereunder. Landlord’s consent shall be granted only if the assignee or subtenant shall promptly execute, acknowledge, and deliver to Landlord an agreement in form and substance satisfactory to Landlord whereby the assignee or subtenant shall agree to be bound by and upon the covenants, agreements, terms, provisions and conditions set forth in this Lease other than, with respect to a proposed subtenant, than the payment of Rent hereunder. 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.