Common use of Corporations and Partnerships Clause in Contracts

Corporations and Partnerships. If Tenant is a partnership, any withdrawal or substitution (whether voluntary, involuntary, or by operation of law and whether occurring at one time or over a period of time) of any partner(s) owning fifty percent (50%) or more (cumulatively) of the partnership, any assignment(s) of fifty percent (50%) or more (cumulatively) of any interest in the capital or profits of the partnership, or the dissolution of the partnership shall be deemed an assignment of this Lease requiring the prior written consent of Landlord. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, any sale or transfer (or cumulative sales or transfers) of the capital stock of Tenant in excess of fifty percent (50%), or any sale (or cumulative sales) of all of the assets of Tenant shall be deemed an assignment of this Lease requiring the prior written consent of Landlord. Any such withdrawal or substitution of partners or assignment of any interest in or dissolution of a partnership tenant, and any such sale of stock or assets of a corporate tenant without the prior written consent of Landlord shall be a Default by Tenant hereunder. The foregoing notwithstanding, (i) the sale or transfer of any or all of the capital stock of a corporation, the capital stock of which is now or hereafter becomes publicly traded, or (ii) the sale or transfer of this Lease to Tenant's parent company or any affiliates or subsidiaries of Tenant's parent company, or (iii) the sale or transfer of this Lease to an unaffiliated entity with whom Tenant or Tenant's parent company or any affiliates or subsidiaries of Tenant's parent company have a joint development or joint venture relationship, shall not be deemed an assignment of this Lease, shall not require the prior written consent of Landlord (but written notice of such sale or transfer shall be given by Tenant to Landlord prior to or promptly following the date of such sale or transfer), shall not give Landlord a right to recapture the Premises, or portion thereof, which is the subject of such sale or transfer, and shall not entitle Landlord to any bonus rent with respect to such sale or transfer. The parent company of Tenant and any subsidiaries of the parent company of Tenant shall be deemed "Affiliates" of Tenant.

Corporations and Partnerships. If Tenant is a partnership, any withdrawal or substitution (whether voluntary, involuntary, or by operation of law and whether occurring at one time or over a period of time) of any partner(s) owning fifty percent (50%) or more (cumulatively) of the partnership, any assignment(s) of fifty percent (50%) or more (cumulatively) of any interest in the capital or profits of the partnership, or the dissolution of the partnership shall be deemed an assignment of this Lease requiring the prior written consent of Landlord. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, any sale or transfer (or cumulative sales or transfers) of the capital stock of Tenant in excess of fifty percent (50%), or any sale (or cumulative sales) of all of the assets of Tenant shall be deemed an assignment of this Lease requiring the prior written consent of Landlord. Any such withdrawal or substitution of partners or assignment of any interest in or dissolution of a partnership tenant, and any such sale of stock or assets of a corporate tenant without the prior written consent of Landlord shall be a Default by Tenant hereunder. The foregoing notwithstanding, (i) the sale or transfer of any or all of the capital stock of a corporation, the capital stock of which is now or hereafter becomes publicly traded, or (ii) the sale or transfer of this Lease to Tenant's parent company or any affiliates or subsidiaries of Tenant's parent company, or (iii) the sale or transfer of this Lease to an unaffiliated entity with whom Tenant or Tenant's parent company or any affiliates or subsidiaries of Tenant's parent company have a joint development or joint venture relationship, shall not be deemed an assignment of this Lease. Notwithstanding anything to the contrary contained in this Lease, shall not require the Tenant, without Landlord's prior written consent of Landlord (but written with notice of such sale or transfer shall be given by Tenant to Landlord prior to or promptly following the date of such sale or transferLandlord), shall not give Landlord may sublet the Premises or assign this Lease to (i) a right subsidiary, affiliate, division or corporation controlled by or under common control with Tenant; (ii) a successor corporation related to recapture Tenant by merger, consolidation, non-bankruptcy reorganization or government action; or (iii) a purchaser of substantially all of Tenant's assets located at the Premises, provided that in either of the latter two instances the successor or portion thereofpurchaser has a net worth not less than the net worth of Tenant at the time that Tenant executes this Lease (each, which a "Permitted Assignee"). Notwithstanding that a Transfer is the subject of such sale or transfermade to a Permitted Assignee, and Tenant shall not entitle Landlord be released from any of its obligations under this Lease and such Permitted Assignee shall be required to any bonus rent with respect assume all of Tenant's obligations hereunder as a condition to such sale or transfer. The parent company of Tenant and any subsidiaries of the parent company of Tenant shall be deemed "Affiliates" of Tenanttransfer being permitted without Landlord's prior written consent.

Corporations and Partnerships. If Tenant is a corporation or limited liability company, any dissolution, merger, consolidation or other reorganization of Tenant, any sale or transfer (or cumulative sales or transfers) of the capital stock or membership interests of Tenant in excess of fifty percent (50%), or any sale (or cumulative sales) of all or substantially all of the assets of Tenant shall be deemed an assignment of this Lease requiring the prior written consent of Landlord. If Tenant is a partnership, any withdrawal or substitution (whether voluntary, involuntary, or by operation of law and whether occurring at one time or over a period of time) of any partner(s) owning fifty percent (50%) or more (cumulatively) of the partnership, any assignment(s) of fifty percent (50%) or more (cumulatively) of any interest in the capital or profits of the partnership, or the dissolution of the partnership shall be deemed an assignment of this Lease requiring the prior written consent of Landlord. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, any sale or transfer (or cumulative sales or transfers) of the capital stock of Tenant in excess of fifty percent (50%), or any sale (or cumulative sales) of all of the assets of Tenant shall be deemed an assignment of this Lease requiring the prior written consent of Landlord. Any such withdrawal or substitution of partners or assignment of any interest in or dissolution of a partnership tenant, and any such sale of stock stock, membership interests or assets of a corporate or limited liability company tenant or dissolution, merger, consolidation or other reorganization of a corporate or limited liability company without the prior written consent of Landlord shall be a Default by Tenant hereunder. The foregoing notwithstanding, (i) the sale or transfer of any or all of the capital stock of a corporation, the capital stock of which is now or hereafter becomes publicly traded, or (ii) the sale or transfer of this Lease to Tenant's parent company or any affiliates or subsidiaries of Tenant's parent company, or (iii) the sale or transfer of this Lease to an unaffiliated entity with whom Tenant or Tenant's parent company or any affiliates or subsidiaries of Tenant's parent company have a joint development or joint venture relationship, shall not be deemed an assignment of this Lease. Notwithstanding anything to the contrary contained in this Lease, shall not require the Tenant, without Landlord’s prior written consent of Landlord (but written with notice to Landlord), may sublet the Premises or assign this Lease to (i) a subsidiary, affiliate, corporation or other entity controlled by, which controls or is under common control with Tenant; (ii) a successor corporation related to Tenant by merger, consolidation, non‑bankruptcy reorganization or government action; or (iii) a purchaser of such sale all or transfer shall be given by substantially all of Tenant’s assets, provided that in either of the latter two instances the successor or purchaser has a net worth not less than the greater of (i) the net worth of Tenant to Landlord prior to at the time that Tenant executes this Lease, or promptly following (ii) the net worth of Tenant as of the effective date of such sale assignment or transfersubletting (each, a “Permitted Transferee”). For purposes of this Lease, a “Permitted Transfer” is an assignment or subletting to a Permitted Transferee. Notwithstanding that a Transfer is made to a Permitted Transferee, Tenant shall not give Landlord be released from any of its obligations under this Lease and such Permitted Transferee shall be required to assume all of Tenant’s obligations hereunder as a right to recapture the Premises, or portion thereof, which is the subject of such sale or transfer, and shall not entitle Landlord to any bonus rent with respect condition to such sale or transfer. The parent company of Tenant and any subsidiaries of the parent company of Tenant shall be deemed "Affiliates" of Tenanttransfer being permitted without Landlord’s prior written consent.

Corporations and Partnerships. If Tenant is a corporation or limited liability company, then, except as otherwise expressly provided in the immediately following paragraph, any dissolution, merger, consolidation or other reorganization of Tenant, any sale or transfer (or cumulative sales or transfers) of the capital stock or membership interests of Tenant in excess of fifty percent (50%), or any sale (or cumulative sales) of all or substantially all of the assets of Tenant shall be deemed an assignment of this Lease requiring the prior written consent of Landlord. If Tenant is a partnership, then, except as otherwise expressly provided in the immediately following paragraph, any withdrawal or substitution (whether voluntary, involuntary, or by operation of law and whether occurring at one time or over a period of time) of any partner(s) owning fifty percent (50%) or more (cumulatively) of the partnership, any assignment(s) of fifty percent (50%) or more (cumulatively) of any interest in the capital or profits of the partnership, or the dissolution of the partnership shall be deemed an assignment of this Lease requiring the prior written consent of Landlord. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, any sale or transfer (or cumulative sales or transfers) of the capital stock of Tenant in excess of fifty percent (50%), or any sale (or cumulative sales) of all of the assets of Tenant shall be deemed an assignment of this Lease requiring the prior written consent of Landlord. Any such withdrawal or substitution of partners or assignment of any interest in or dissolution of a partnership tenant, and any such sale of stock stock, membership interests or assets of a corporate or limited liability company tenant or dissolution, merger, consolidation or other reorganization of a corporate or limited liability company without the prior written consent of Landlord shall be a Default by Tenant hereunder. The foregoing notwithstanding, (i) the sale or transfer of any or all of the capital stock of a corporation, the capital stock of which is now or hereafter becomes publicly traded, or (ii) the sale or transfer of this Lease to Tenant's parent company or any affiliates or subsidiaries of Tenant's parent company, or (iii) the sale or transfer of this Lease to an unaffiliated entity with whom Tenant or Tenant's parent company or any affiliates or subsidiaries of Tenant's parent company have a joint development or joint venture relationship, shall not be deemed an assignment of this Lease. Notwithstanding anything to the contrary contained in this Lease, shall not require the Tenant, without Landlord’s prior written consent (but with notice to Landlord), may sublet the Premises or assign this Lease to (i) a subsidiary, affiliate or entity controlled by, which controls or is under common control with Tenant; (ii) a successor entity related to Tenant by merger, consolidation, non-bankruptcy reorganization or government action; or (iii) a purchaser of all or substantially all of Tenant’s assets or common stock, provided that in connection with any assignment or subletting to a successor entity or purchaser pursuant to clause (ii) or (iii) immediately above, the successor or Tenant following such purchase of all or substantially all of Tenant’s assets or common stock has a net worth which, in Landlord’s reasonable business judgment, is sufficient to permit the proposed assignee to perform Tenant’s remaining obligations under this Lease (each, a “Permitted Transferee”). For purposes of this Lease, a transfer or issuance of Tenant’s stock over the New York Stock Exchange, the American Stock Exchange, or NASDAQ or by virtue of a private placement with a venture capital firm or other equity investor wherein such venture capital firm or other equity investor receives stock in Tenant shall not be deemed an assignment, subletting or other transfer of this Lease or the Premises requiring Landlord’s consent. Any right of Landlord (but written notice to receive excess Rentals shall not apply to a Permitted Transfer. Notwithstanding that a Transfer is made to a Permitted Transferee, Tenant shall not be released from any of such sale or transfer its obligations under this Lease and a Permitted Transferee to whom this Lease is assigned shall be given by Tenant required to Landlord assume all of Tenant’s obligations hereunder as a condition to such transfer being permitted without Landlord’s prior written consent. A Transfer to or promptly following the date of such sale or transfer), a Permitted Transferee shall not give Landlord a right be subject to recapture the Premises, or portion thereof, which is the subject provisions of such sale or transfer, and shall not entitle Landlord to any bonus rent with respect to such sale or transfer. The parent company of Tenant and any subsidiaries of the parent company of Tenant shall be deemed "Affiliates" of TenantParagraph 24.2 above.

Corporations and Partnerships. If Tenant is a partnership, any withdrawal or substitution (whether voluntary, involuntary, or by operation of law and whether occurring at one time or over a period of time) of any partner(s) owning fifty percent (50%) or more (cumulatively) of the partnership, any assignment(s) of fifty percent (50%) or more (cumulatively) of any interest in the capital or profits of the partnership, or the dissolution of the partnership shall be deemed an assignment of this Lease requiring the prior written consent of Landlord. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, any sale or transfer (or cumulative sales or transfers) of the capital stock of Tenant in excess of fifty percent (50%), or any sale (or cumulative sales) of all of the assets of Tenant shall be deemed an assignment of this Lease requiring the prior written consent of Landlord. Any such withdrawal or substitution of partners or assignment of any interest in or dissolution of a partnership tenant, and any such sale of stock or assets of a corporate tenant without the prior written consent of Landlord shall be a Default by Tenant hereunder. The foregoing notwithstanding, (i) the sale or transfer of any or all of the capital stock of a corporation, the capital stock of which is now or hereafter becomes publicly traded, or (ii) the sale or transfer of this Lease to Tenant's parent company or any affiliates or subsidiaries of Tenant's parent company, or (iii) the sale or transfer of this Lease to an unaffiliated entity with whom Tenant or Tenant's parent company or any affiliates or subsidiaries of Tenant's parent company have a joint development or joint venture relationship, shall not be deemed an assignment of this Lease. Notwithstanding anything to the contrary contained in this Lease, shall not require the Tenant, without Landlord’s prior written consent of Landlord (but written with notice of such sale or transfer shall be given by Tenant to Landlord prior to or promptly following the date of such sale or transferLandlord), shall not give Landlord may sublet the Premises or assign this Lease to (i) a right subsidiary, affiliate, division or corporation controlled by or under common control with Tenant; (ii) a successor corporation related to recapture Tenant by merger, consolidation, non-bankruptcy reorganization or government action; or (iii) a purchaser of substantially all of Tenant’s assets located at the Premises, provided that in either of the latter two instances the successor or portion thereofpurchaser has a net worth not less than the net worth of Tenant at the time that Tenant executes this Lease (each, which a “Permitted Assignee”). Notwithstanding that a Transfer is the subject of such sale or transfermade to a Permitted Assignee, and Tenant shall not entitle Landlord be released from any of its obligations under this Lease and such Permitted Assignee shall be required to any bonus rent with respect assume all of Tenant’s obligations hereunder as a condition to such sale or transfer. The parent company of Tenant and any subsidiaries of the parent company of Tenant shall be deemed "Affiliates" of Tenanttransfer being permitted without Landlord’s prior written consent.

Corporations and Partnerships. If Tenant is a partnership, any withdrawal or substitution (whether voluntary, involuntary, or by operation of law and whether occurring at one time or over a period of time) of any partner(s) owning fifty percent (50%) or more (cumulatively) of the partnership, any assignment(s) of fifty percent (50%) or more (cumulatively) of any interest in the capital or profits of the partnership, or the dissolution of the partnership shall be deemed an assignment of this Lease requiring the prior written consent of Landlord. If Subject to the provisions of the immediately following paragraph, if Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, any sale or transfer (or cumulative sales or transfers) of the capital stock of Tenant in excess of fifty percent (50%), or any sale (or cumulative sales) of all of the assets of Tenant shall be deemed an assignment of this Lease requiring the prior written consent of Landlord. Any such withdrawal or substitution of partners or assignment of any interest in or dissolution of a partnership tenant, and any such sale of stock or assets of a corporate tenant without the prior written consent of Landlord shall be a Default by Tenant hereunder. The foregoing notwithstanding, (i) the sale or transfer of any or all of the capital stock of a corporation, the capital stock of which is now or hereafter becomes publicly traded, or (ii) the sale or transfer of this Lease to Tenant's parent company or any affiliates or subsidiaries of Tenant's parent company, or (iii) the sale or transfer of this Lease to an unaffiliated entity with whom Tenant or Tenant's parent company or any affiliates or subsidiaries of Tenant's parent company have a joint development or joint venture relationship, shall not be deemed an assignment of this Lease. Notwithstanding anything contained in this Paragraph 24.5 above to the contrary, shall not require Tenant may enter into any of the prior written following transfers (each, a “Permitted Transfer”) without obtaining Landlord’s consent of Landlord (but Tenant shall give Landlord written notice of such sale or transfer shall be given by Tenant to Landlord Permitted Transfer either prior to or promptly following the effective date of such sale Permitted Transfer): (i) a sublease or transfer)assignment to any entity which controls, shall not give Landlord is controlled by or is under common control with Tenant; (ii) a right successor corporation related to recapture Tenant by merger, consolidation, non-bankruptcy reorganization or government action; or (iii) a purchaser of substantially all of Tenant’s assets located at the Premises, provided that in either of the latter two instances the successor or portion thereofpurchaser has a net worth not less than the net worth of Tenant at the time that Tenant executes this Lease. Notwithstanding that a Permitted Transfer is made, which is the subject of such sale or transfer, and Tenant shall not entitle Landlord be released from any of its obligations under this Lease and such purchaser, successor or transferee described in clause (i), (ii) or (iii) of the immediately preceding sentence, as the case may be, shall be required to any assume all of Tenant’s obligations hereunder as a condition to such transfer being permitted without Landlord’s consent. Landlord’s termination right set forth in Paragraph 24.2(b) above and Landlord’s right to receive fifty percent of the bonus rent with respect as set forth in Paragraph 24.2(c) above shall not apply to such sale or transfer. The parent company of Tenant and any subsidiaries of the parent company of Tenant shall be deemed "Affiliates" of Tenanta Permitted Transfer.

Corporations and Partnerships. If Tenant is a partnership, ----------------------------- any withdrawal or substitution (whether voluntary, involuntary, or by operation of law and whether occurring at one time or over a period of time) of any partner(s) owning fifty percent (50%) or more (cumulatively) of the partnership, any assignment(s) of fifty percent (50%) or more (cumulatively) of any interest in the capital or profits of the partnership, or the dissolution of the partnership shall be deemed an assignment of this Lease requiring the prior written consent of Landlord. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, any sale or transfer (or cumulative sales or transfers) of the capital stock of Tenant in excess of fifty percent (50%), or any sale (or cumulative sales) of all of the assets of Tenant shall be deemed an assignment of this Lease requiring the prior written consent of Landlord. Any such withdrawal or substitution of partners or assignment of any interest in or dissolution of a partnership tenant, and any such sale of stock or assets of a corporate tenant without the prior written consent of Landlord shall be a Default by Tenant hereunder. The foregoing notwithstanding, (i) the sale or transfer of any or all of the capital stock of a corporation, the capital stock of which is now or hereafter becomes publicly traded, or (ii) the sale or transfer of this Lease to Tenant's parent company or any affiliates or subsidiaries of Tenant's parent company, or (iii) the sale or transfer of this Lease to an unaffiliated entity with whom Tenant or Tenant's parent company or any affiliates or subsidiaries of Tenant's parent company have a joint development or joint venture relationship, shall not be deemed an assignment of this Lease. Notwithstanding anything to the contrary contained in this Lease, shall not require the Tenant, without Landlord's prior written consent of Landlord (but written with notice of such sale or transfer shall be given by Tenant to Landlord prior to or promptly following the date of such sale or transferLandlord), shall not give Landlord may sublet the Premises or assign this Lease to (i) a right subsidiary, affiliate, division or corporation controlled by or under common control with Tenant; (ii) a successor corporation related to recapture Tenant by merger, consolidation, nonbankruptcy reorganization or government action; or (iii) a purchaser of substantially all of Tenant's assets located at the Premises, provided that in either of the latter two instances the successor or portion thereofpurchaser has a net worth not less than the net worth of Tenant at the time that Tenant executes this Lease (each, which a "Permitted Assignee"). Notwithstanding that a Transfer is the subject of such sale or transfermade to a Permitted Assignee, and Tenant shall not entitle Landlord be released from any of its obligations under this Lease and such Permitted Assignee shall be required to any bonus rent with respect assume all of Tenant's obligations hereunder as a condition to such sale or transfer. The parent company of Tenant and any subsidiaries of the parent company of Tenant shall be deemed "Affiliates" of Tenanttransfer being permitted without Landlord's prior written consent.

Corporations and Partnerships. If Tenant is a partnership, any withdrawal or substitution (whether voluntary, involuntary, or by operation of law and whether occurring at one time or over a period of time) of any partner(s) owning fifty percent (50%) or more (cumulatively) of the partnership, any assignment(s) of fifty percent (50%) or more (cumulatively) of any interest in the capital or profits of the partnership, or the dissolution of the partnership shall be deemed an assignment of this Lease requiring the prior written consent of Landlord. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, any sale or transfer (or cumulative sales or transfers) of the capital stock of Tenant in excess of fifty percent (50%), or any sale (or cumulative sales) of all of the assets of Tenant shall be deemed an assignment of this Lease requiring the prior written consent of Landlord, which shall not be unreasonably withheld or delayed. Any such withdrawal or substitution of partners or assignment of any interest in or dissolution of a partnership tenant, and any such sale of stock or assets of a corporate tenant without the prior written consent of Landlord shall be a Default by Tenant hereunder. The foregoing notwithstanding, (i) the sale or transfer of any or all of the capital stock of a corporation, the capital stock of which is now or hereafter becomes publicly traded, or (ii) the sale or transfer of this Lease to Tenant's parent company or any affiliates or subsidiaries of Tenant's parent company, or (iii) the sale or transfer of this Lease to an unaffiliated entity with whom Tenant or Tenant's parent company or any affiliates or subsidiaries of Tenant's parent company have a joint development or joint venture relationship, shall not be deemed an assignment of this Lease. Notwithstanding anything to the contrary contained in this Lease, shall not require the Tenant, without Landlord’s prior written consent of Landlord (but written with notice to Landlord), may sublet the Premises or assign this Lease to (i) a subsidiary, affiliate, division or corporation controlled by or under common control with Tenant; (ii) a successor corporation related to Tenant by merger, consolidation, non-bankruptcy reorganization or government action; or (iii) a purchaser of substantially all of Tenant’s assets located at the Premises or the capital stock of Tenant, provided that in either of the instances described in the foregoing subparagraphs (ii) or (iii) the successor or purchaser has a net worth not less than the net worth of Tenant at the time that Tenant executes this Lease (each, a “Permitted Assignee”). Notwithstanding that a Transfer is made to a Permitted Assignee, Tenant shall not be released from any of its obligations under this Lease and such sale or transfer Permitted Assignee shall be given by Tenant required to Landlord prior to or promptly following the date assume all of such sale or transfer), shall not give Landlord Tenant’s obligations hereunder as a right to recapture the Premises, or portion thereof, which is the subject of such sale or transfer, and shall not entitle Landlord to any bonus rent with respect condition to such sale or transfer. The parent company of Tenant and any subsidiaries of the parent company of Tenant shall be deemed "Affiliates" of Tenanttransfer being permitted without Landlord’s prior written consent.

Corporations and Partnerships. If So long as any of Xxxxxx X. Xxxxxxx, Xxxxxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxxx or Xxxxxx Xxxxxxx hold a general partnership Interest in Tenant or individually or in combination hold a general partnership or majority interest in an entity that is a partnershipthe managing general partner or controls the general partner of Tenant, then any withdrawal sale or substitution (transfer of partnership interests in Tenant, whether voluntary, involuntary, or by operation of law and whether occurring at one time or over a period of time) , shall not be deemed a Transfer of this Lease requiring Landlord’s written consent. If none of Xxxxxx X. Xxxxxxx, Xxxxxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxxx or Xxxxxx Xxxxxxx hold a general partnership interest in Tenant or individually or in combination hold a managing general partner or majority interest in an entity that is the managing general partner or controls the managing general partner of Tenant, then any sale or transfer of any partner(s) owning fifty percent (50%) general partnership interests in Tenant, whether voluntary, involuntary, or more (cumulatively) by operation of the partnership, any assignment(s) law and whether occurring at one time or over a period of fifty percent (50%) or more (cumulatively) of any interest in the capital or profits of the partnershiptime, or the dissolution of the partnership shall be deemed an assignment a Transfer of this Lease or the Project requiring the prior written consent of Landlord. Notwithstanding the foregoing, the Transfer by any of Xxxxxx X. Xxxxxxx, Xxxxxxxx C, Beaumont, Xxxxxxx X. Xxxxxxx or Xxxxxx Xxxxxxx of a general partnership interest in Tenant or a managing general partnership or majority interest in an entity that is the managing general partner or controls the managing general partner of Tenant to members of said individuals’ families for estate planning purposes shall not be deemed a Transfer requiring Landlord’s consent hereto. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, any sale or transfer (or cumulative sales or transfers) of the capital stock of Tenant in excess of fifty percent (50%)) or more of the capital stock of Tenant, or any sale (or cumulative sales) of substantially all of the assets of Tenant shall be deemed an assignment a Transfer of this Lease or the Project requiring the prior written consent of Landlord. Any such withdrawal or substitution of partners or assignment of any interest in or dissolution of a partnership tenant; provided, and any such sale of stock or assets of a corporate tenant without the prior written consent of Landlord shall be a Default by Tenant hereunder. The foregoing notwithstandinghowever, (i) the sale or transfer of all or any or all of the capital stock of a corporationthe corporation which comprises Tenant, the capital stock of which is now or hereafter becomes at the time of Transfer publicly traded, or (ii) the sale or transfer of this Lease to Tenant's parent company or any affiliates or subsidiaries of Tenant's parent company, or (iii) the sale or transfer of this Lease to an unaffiliated entity with whom Tenant or Tenant's parent company or any affiliates or subsidiaries of Tenant's parent company have a joint development or joint venture relationship, shall not be deemed an assignment a Transfer of this Lease, shall not require Lease or the prior written consent of Landlord (but written notice of such sale or transfer shall be given by Tenant to Landlord prior to or promptly following the date of such sale or transfer), shall not give Landlord a right to recapture the Premises, or portion thereof, which is the subject of such sale or transfer, and shall not entitle Landlord to any bonus rent with respect to such sale or transfer. The parent company of Tenant and any subsidiaries of the parent company of Tenant shall be deemed "Affiliates" of TenantProject.

Corporations and Partnerships. If Tenant is a corporation or limited liability company, any dissolution, merger, consolidation or other reorganization of Tenant, any sale or transfer (or cumulative sales or transfers) of the capital stock or membership interests of Tenant in excess of fifty percent (50%) (other than any sale or transfer on a stock exchange), or any sale (or cumulative sales) of all or substantially all of the assets of Tenant shall be deemed an assignment of this Lease requiring the prior written consent of Landlord. If Tenant is a partnership, any withdrawal or substitution (whether voluntary, involuntary, or by operation of law and whether occurring at one time or over a period of time) of any partner(s) owning fifty percent (50%) or more (cumulatively) of the partnership, any assignment(s) of fifty percent (50%) or more (cumulatively) of any interest in the capital or profits of the partnership, or the dissolution of the partnership shall be deemed an assignment of this Lease requiring the prior written consent of Landlord. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, any sale or transfer (or cumulative sales or transfers) of the capital stock of Tenant in excess of fifty percent (50%), or any sale (or cumulative sales) of all of the assets of Tenant shall be deemed an assignment of this Lease requiring the prior written consent of Landlord. Any such withdrawal or substitution of partners or assignment of any interest in or dissolution of a partnership tenant, and any such sale of stock stock, membership interests or assets of a corporate or limited liability company tenant or dissolution, merger, consolidation or other reorganization of a corporate or limited liability company without the prior written consent of Landlord shall be a Default by Tenant hereunder. The foregoing notwithstanding, (i) the sale or transfer of any or all of the capital stock of a corporation, the capital stock of which is now or hereafter becomes publicly traded, or (ii) the sale or transfer of this Lease to Tenant's parent company or any affiliates or subsidiaries of Tenant's parent company, or (iii) the sale or transfer of this Lease to an unaffiliated entity with whom Tenant or Tenant's parent company or any affiliates or subsidiaries of Tenant's parent company have a joint development or joint venture relationship, shall not be deemed an assignment of this Lease. Notwithstanding anything to the contrary contained in this Lease, shall not require the Tenant, without Landlord’s prior written consent of Landlord (but with prior written notice to Landlord), may sublet the Premises or assign this Lease to (i) a subsidiary, affiliate or corporation controlled by, which controls or is under common control with Tenant; (ii) a successor corporation related to Tenant by merger, consolidation, non-bankruptcy reorganization or government action; or (iii) a purchaser of such sale all or transfer shall be given by substantially all of Tenant’s assets, provided that in either of the latter two instances the successor or purchaser has a net worth not less than the greater of (x) the net worth of Tenant to Landlord prior to at the time Tenant execute this Lease or promptly following (y) the net worth of Tenant as of the effective date of such sale assignment or transfersubletting (each of the transferees in (i), (ii) and (iii) hereof, a “Permitted Transferee”). Notwithstanding that a Transfer is made to a Permitted Transferee, Tenant shall not give Landlord be released from any of its obligations under this Lease and such Permitted Transferee shall be required to assume in writing all of Tenant’s obligations hereunder as a right to recapture the Premises, or portion thereof, which is the subject of such sale or transfer, and shall not entitle Landlord to any bonus rent with respect condition to such sale or transfer. The parent company of Tenant and any subsidiaries of the parent company of Tenant shall be deemed "Affiliates" of Tenanttransfer being permitted without Landlord’s prior written consent.

Corporations and Partnerships. If Tenant is a partnership, any ----------------------------- withdrawal or substitution (whether voluntary, involuntary, or by operation of law and whether occurring at one time or over a period of time) of any partner(s) owning fifty percent (50%) or more (cumulatively) of the partnership, any assignment(s) of fifty percent (50%) or more (cumulatively) of any interest in the capital or profits of the partnership, or the dissolution of the partnership shall be deemed an assignment of this Lease requiring the prior written consent of Landlord. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, Tenant any sale or transfer (or cumulative sales or transfers) of the capital stock of Tenant in excess of fifty percent (50%), or any sale (or cumulative sales) of all of the assets of Tenant shall be deemed an assignment of this Lease requiring the prior written consent of Landlord. Any such withdrawal or substitution of partners or assignment of any interest in or dissolution of a partnership tenant, and any such sale of stock or assets of a corporate tenant without the prior written consent of Landlord shall be a Default by Tenant hereunder. The foregoing notwithstanding, (i) the sale or transfer of any or all of the capital stock of a corporation, the capital stock of which is now or hereafter becomes publicly traded, or (ii) the sale or transfer of this Lease to Tenant's parent company or any affiliates or subsidiaries of Tenant's parent company, or (iii) the sale or transfer of this Lease to an unaffiliated entity with whom Tenant or Tenant's parent company or any affiliates or subsidiaries of Tenant's parent company have a joint development or joint venture relationship, shall not be deemed an assignment of this Lease. Notwithstanding anything to the contrary contained in this Lease, shall not require the Tenant, without Landlord's prior written consent of Landlord (but written with notice of such sale or transfer shall be given by Tenant to Landlord prior to or promptly following the date of such sale or transferLandlord), shall not give Landlord may sublet the Premises or assign this Lease to (i) a right subsidiary, affiliate, division or corporation controlled by or under common control with Tenant; (ii) a successor corporation related to recapture Tenant by merger, consolidation, non- bankruptcy reorganization or government action; or (iii) a purchaser of substantially all of Tenant's assets located at the Premises, provided that in either of the latter two instances the successor or portion thereofpurchaser has a net worth not less than the net worth of Tenant at the time that Tenant executes this Lease (each, which a "Permitted Assignee"). Notwithstanding that a Transfer is the subject of such sale or transfermade to a Permitted Assignee, and Tenant shall not entitle Landlord be released from any of its obligations under this Lease and such Permitted Assignee shall be required to any bonus rent with respect assume all of Tenant's obligations hereunder as a condition to such sale or transfer. The parent company of Tenant and any subsidiaries of the parent company of Tenant shall be deemed "Affiliates" of Tenanttransfer being permitted without Landlord's prior written consent.

Corporations and Partnerships. If Tenant is a corporation or limited liability company, then, except as otherwise expressly provided in the immediately following paragraph, any dissolution, merger, consolidation or other reorganization of Tenant, any sale or transfer (or cumulative sales or transfers) of the capital stock or membership interests of Tenant in excess of fifty percent (50%), or any sale (or cumulative sales) of all or substantially all of the assets of Tenant shall be deemed an assignment of this Lease requiring the prior written consent of Landlord. If Tenant is a partnership, then, except as otherwise expressly provided in the immediately following paragraph, any withdrawal or substitution (whether voluntary, involuntary, or by operation of law and whether occurring at one time or over a period of time) of any partner(s) owning fifty percent (50%) or more (cumulatively) of the partnership, any assignment(s) of fifty percent (50%) or more (cumulatively) of any interest in the capital or profits of the partnership, or the dissolution of the partnership shall be deemed an assignment of this Lease requiring the prior written consent of Landlord. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, any sale or transfer (or cumulative sales or transfers) of the capital stock of Tenant in excess of fifty percent (50%), or any sale (or cumulative sales) of all of the assets of Tenant shall be deemed an assignment of this Lease requiring the prior written consent of Landlord. Any such withdrawal or substitution of partners or assignment of any interest in or dissolution of a partnership tenant, and any such sale of stock stock, membership interests or assets of a corporate or limited liability company tenant or dissolution, merger, consolidation or other reorganization of a corporate or limited liability company without the prior written consent of Landlord shall be a Default by Tenant hereunder. The foregoing notwithstanding, (i) the sale or transfer of any or all of the capital stock of a corporation, the capital stock of which is now or hereafter becomes publicly traded, or (ii) the sale or transfer of this Lease to Tenant's parent company or any affiliates or subsidiaries of Tenant's parent company, or (iii) the sale or transfer of this Lease to an unaffiliated entity with whom Tenant or Tenant's parent company or any affiliates or subsidiaries of Tenant's parent company have a joint development or joint venture relationship, shall not be deemed an assignment of this Lease, shall not require the prior written consent of Landlord (but written notice of such sale or transfer shall be given by Tenant to Landlord prior to or promptly following the date of such sale or transfer), shall not give Landlord a right to recapture the Premises, or portion thereof, which is the subject of such sale or transfer, and shall not entitle Landlord to any bonus rent with respect to such sale or transfer. The parent company of Tenant and any subsidiaries of the parent company of Tenant shall be deemed "Affiliates" of Tenant.

Corporations and Partnerships. If Tenant is a partnership, any withdrawal or substitution (whether voluntary, involuntary, or by operation of law and whether occurring at one time or over a period of time) of any partner(s) owning fifty percent (50%) or more (cumulatively) of the partnership, any assignment(s) of fifty percent (50%) or more (cumulatively) of any interest in the capital or profits of the partnership, or the dissolution of the partnership shall be deemed an assignment of this Lease requiring the prior written consent of Landlord. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, any sale or transfer (or cumulative sales or transfers) of the capital stock of Tenant in excess of fifty percent (50%), or any sale (or cumulative sales) of all or substantially all of the assets of Tenant (other than a to Permitted Transferee, as defined below) shall be deemed an assignment of this Lease requiring the prior written consent of Landlord. Any such withdrawal or substitution of partners or assignment of any interest in or dissolution of a partnership tenant, and any such sale of stock or assets of a corporate tenant without the prior written consent of Landlord shall be a Default by Tenant hereunder. The foregoing notwithstanding, (i) the sale or transfer of any or all of the capital stock of a corporation, the capital stock of which is now or hereafter becomes publicly traded, or (ii) the sale or transfer of this Lease to Tenant's parent company or any affiliates or subsidiaries of Tenant's parent company, or (iii) the sale or transfer of this Lease to an unaffiliated entity with whom Tenant or Tenant's parent company or any affiliates or subsidiaries of Tenant's parent company have a joint development or joint venture relationship, shall not be deemed an assignment of this Lease. Notwithstanding anything to the contrary contained in this Lease, shall not require the Tenant, without Landlord’s prior written consent of Landlord (but written with notice to Landlord) and without triggering Landlord’s recapture/termination or rent-sharing rights, may sublet the Premises or assign this Lease to (i) a subsidiary, affiliate, corporation or other entity controlled by or under common control with Tenant; (ii) a successor corporation or other entity related to Tenant by merger, consolidation, non-bankruptcy reorganization or government action; or (iii) a purchaser of substantially all of Tenant’s assets located at the Premises or capital stock of Tenant, provided that in either of the instances set forth in clause (ii) or (iii) immediately above, the successor or purchaser has a net worth not less than the net worth of Tenant at the time that Tenant executes this Lease (each, a “Permitted Transferee”). Notwithstanding that a Transfer is a Permitted Transfer, Tenant shall not be released from any of its obligations under this Lease and such sale or transfer Permitted Transferee shall be given by Tenant required to Landlord prior to or promptly following the date assume all of such sale or transfer), shall not give Landlord Tenant’s obligations hereunder as a right to recapture the Premises, or portion thereof, which is the subject of such sale or transfer, and shall not entitle Landlord to any bonus rent with respect condition to such sale or transfer. The parent company of Tenant and any subsidiaries of the parent company of Tenant shall be deemed "Affiliates" of Tenanttransfer being permitted without Landlord’s prior written consent.