Common use of Facility Leases Clause in Contracts

Facility Leases. Schedule 5.5 lists all Facility Leases. Such Leases constitute all leases, subleases or other occupancy agreements pursuant to which a Subject Company occupies, uses, leases or subleases real property. Except as described on Schedule 5.5, each Subject Company has in all material respects performed all the obligations required to be performed by it under the terms of the Facility Leases through the date hereof with respect to all leased property described in the Facility Leases of such Subject Company (the “Leased Property”), and each Subject Company enjoys peaceful and undisturbed possession of all the Leased Property, but subject to the terms of said leases and subleases. With respect to each such Facility Lease: (i) All Facilities leased or subleased thereunder by or from a Subject Company have received all material approvals of governmental authorities (including licenses and Permits) required in connection with the operation thereof that are of such a nature as to be obtainable by a tenant and not the fee owner/landlord, and have been operated and maintained by the Subject Companies, to the extent such operation and maintenance is the responsibility of the Subject Companies pursuant to the Facility Leases, in all material respects in accordance with applicable laws, rules and regulations; (ii) All Facilities leased or subleased thereunder by a Subject Company are supplied with utilities (including water, sewage, disposal, electricity, gas and telephone) and other services necessary for the Subject Companies’ operation of such Facilities as currently operated (or, in the case of a subleased property, the relevant subtenant has the responsibility to provide such services); (iii) To the knowledge of MJ GeneWorks and the Shareholders, the relevant Subject Companies, there is no pending, threatened condemnation proceedings with respect to any Leased Property or, to the knowledge of such Subject Company and its Shareholders, pending or threatened litigation or administrative actions relating to the Leased Property; (iv) Except as set forth on Schedule 5.5, there are no subleases, licenses, options, rights, concessions or other agreements or arrangements, written or oral, to which any Subject Company is a party, granting to any Person the right to use or occupy such Leased Property or any portion thereof or interest therein; (v) To the knowledge of MJ GeneWorks and the Shareholders, the improvements constructed by any Subject Company on the Leased Property are in good operating condition and repair without any material structural or mechanical defects of any kind, ordinary wear and tear excepted; and (vi) No Subject Company has received written notice of any special assessment relating to the Leased Property and to the knowledge of MJ GeneWorks and the Shareholders, there has been no pending or threatened special assessment.

Facility Leases. Schedule 5.5 lists all Facility Leases. Such Leases constitute all leases, subleases or other occupancy agreements pursuant to which a Subject Company occupies, uses, leases or subleases real property. Except as described on Schedule 5.5, each Subject Company has in all material respects performed all the obligations required to be performed by it under the terms of the Facility Leases through the date hereof with respect to all leased property described in the Facility Leases of such Subject Company (the “"Leased Property”"), and each Subject Company enjoys peaceful and undisturbed possession of all the Leased Property, but subject to the terms of said leases and subleases. With respect to each such Facility Lease: (i) All Facilities leased or subleased thereunder by or from a Subject Company have received all material approvals of governmental authorities (including licenses and Permits) required in connection with the operation thereof that are of such a nature as to be obtainable by a tenant and not the fee owner/landlord, and have been operated and maintained by the Subject Companies, to the extent such operation and maintenance is the responsibility of the Subject Companies pursuant to the Facility Leases, in all material respects in accordance with applicable laws, rules and regulations; (ii) All Facilities leased or subleased thereunder by a Subject Company are supplied with utilities (including water, sewage, disposal, electricity, gas and telephone) and other services necessary for the Subject Companies’ ' operation of such Facilities as currently operated (or, in the case of a subleased property, the relevant subtenant has the responsibility to provide such services); (iii) To the knowledge of MJ GeneWorks and the Shareholders, the relevant Subject Companies, there is no pending, threatened condemnation proceedings with respect to any Leased Property or, to the knowledge of such Subject Company and its Shareholders, pending or threatened litigation or administrative actions relating to the Leased Property; (iv) Except as set forth on Schedule 5.5, there are no subleases, licenses, options, rights, concessions or other agreements or arrangements, written or oral, to which any Subject Company is a party, granting to any Person the right to use or occupy such Leased Property or any portion thereof or interest therein; (v) To the knowledge of MJ GeneWorks and the Shareholders, the improvements constructed by any Subject Company on the Leased Property are in good operating condition and repair without any material structural or mechanical defects of any kind, ordinary wear and tear excepted; and (vi) No Subject Company has received written notice of any special assessment relating to the Leased Property and to the knowledge of MJ GeneWorks and the Shareholders, there has been no pending or threatened special assessment.

Facility Leases. Schedule 5.5 lists all (a) At or prior to the Closing and subject to the receipt by Seller or an Affiliate of Seller of any applicable Approval, if required under such Facility Leases. Such Leases constitute all leasesLease (or, subleases or other occupancy agreements pursuant to which if applicable, under a Subject Company occupies, uses, leases or subleases real property. Except as described on Schedule 5.5, each Subject Company has in all material respects performed all the obligations required to be performed by it under the terms of the Facility Leases through the date hereof prime lease with respect to all leased property described in the Facility Leases of such Subject Company (the “Leased Property”), and each Subject Company enjoys peaceful and undisturbed possession of all the Leased Property, but subject to the terms of said leases and subleases. With respect to each a location covered by such Facility Lease:): (i) All with respect to each Facility Lease which is listed in Part I of Section 6.4 of the Seller’s Disclosure Schedule, Seller shall, or shall cause the applicable Affiliate of Seller which is the lessee thereof to enter into a Facilities leased Lease Assignment or subleased thereunder by or from a Subject Company have received all material approvals Facilities Lease Sublease of governmental authorities (including licenses and Permits) required in connection such Facility Lease with the operation thereof that are of such a nature as to be obtainable by a tenant and not the fee owner/landlord, and have been operated and maintained by the Subject Companies, to the extent such operation and maintenance is the responsibility Company or one of the Subject Companies pursuant to the Facility Leases, in all material respects in accordance with applicable laws, rules and regulationsSubsidiaries; (ii) All with respect to the Facility Lease which is listed in Part II of Section 6.4 of the Seller’s Disclosure Schedule, and subject to the assignment of such Facility Lease to Seller or an Affiliate of Seller in accordance with the terms of Section 6.4(c) below, Seller shall, or shall cause the applicable Affiliate of Seller which is the lessee thereof, to enter into a Facilities leased Lease Sublease with the Buyer, the Company or subleased thereunder by a Subject Company are supplied with utilities (including water, sewage, disposal, electricity, gas and telephone) and other services necessary one of the Subsidiaries for the Subject Companies’ operation of location covered by such Facilities as currently operated (or, Facility Lease on terms mutually agreeable to the Buyer and Seller in the case exercise of a subleased propertytheir reasonable discretion and Buyer, the relevant subtenant has Company or applicable Subsidiary will permit Seller and/or one or more Affiliates thereof to occupy for the responsibility to provide interim period following the Closing Date specified in a Shared Space Agreement that portion of the facility which is used by the Seller or any such services)Affiliates thereof; (iii) To the knowledge of MJ GeneWorks pursuant to and the Shareholdersin accordance with a Shared Space Agreement, the relevant Subject Companies, there is no pending, threatened condemnation proceedings with respect to any Leased Property oreach Facility Lease which is listed in Part III(a) of Section 6.4 of the Seller’s Disclosure Schedule, Seller or the applicable Affiliate of Seller which is the lessee thereof will permit Buyer, the Company or one of the Subsidiaries to occupy for the knowledge interim period following the Closing Date specified in such Shared Space Agreement that portion of the facility covered by such Subject Facility Lease which is used by the Company and its Shareholders, pending or threatened litigation or administrative actions relating to one of the Leased PropertySubsidiaries; (iv) Except as set forth on Schedule 5.5with respect to each Facility Lease which is listed in Part III(b) of Section 6.4 of the Seller’s Disclosure Schedule, there are no subleasesSeller shall, licenses, options, rights, concessions or other agreements or arrangements, written or oralshall cause the applicable Affiliate of Seller which is the lessee thereof, to enter into a Facilities Lease Sublease with Buyer, the Company or one of its Subsidiaries for a term of years following the Closing Date and on terms mutually agreeable to Buyer and Seller in the exercise of their reasonable discretion for that portion of the facility covered by such Facility Lease which any Subject is used by the Company is a party, granting to any Person the right to use or occupy such Leased Property or any portion thereof or interest thereinone of Subsidiaries; (v) To pursuant to and in accordance with a Shared Space Agreement, with respect to each Facility Lease which is listed in Part IV(a) of Section 6.4 of the knowledge of MJ GeneWorks and the ShareholdersSeller’s Disclosure Schedule, the improvements constructed Company or the applicable Subsidiary which is the lessee thereof will permit the Seller or one of its Affiliates to occupy for the interim period following the Closing Date specified in such Shared Space Agreement that portion of the facility covered by any Subject Company on the Leased Property are in good operating condition and repair without any material structural such Facility Lease which is used by Seller or mechanical defects one of any kind, ordinary wear and tear exceptedits Affiliates; and (vi) No Subject with respect to each Facility Lease which is listed in Part IV(b) of Section 6.4 of the Seller’s Disclosure Schedule, the Buyer shall cause the Company has received or applicable Subsidiary which is the lessee thereof to sublease pursuant to a Facilities Lease Sublease to the Seller or one of its Affiliates for a term of years following the Closing Date and on terms mutually agreeable to Buyer and Seller in the exercise of their reasonable discretion that portion of the facility covered by such Facility Lease which is used by Seller or one of its Affiliates. With reference to the Facility Lease listed in Part III(b) of Section 6.4 of the Seller’s Disclosure Schedule for the premises in San Francisco, California, the Buyer understands and agrees that the applicable Subsidiary of the Company will use commercially reasonable efforts to negotiate and execute with the applicable landlord prior to the Closing an amendment to the existing Facility Lease for such facility which will delete from the premises covered by such Facility Lease that portion of the premises occupied by the Company and thereafter cause a new lease/sublease with the landlord to be executed for such deleted portion on terms substantially consistent with the terms of the existing Facility Lease for such deleted portion of the premises (it being understood that rent, costs and allowances under such Facility Lease will be allocated to the respective floors under the new lease/sublease in accordance with the allocation to each of its respective floor under such existing Facility Lease); failing to obtain such amendment or new lease for any such premises, prior to the Closing the Company will assign all its right, title and interest under such Facility Lease to Seller or one of its Affiliates (in which event, such Facility Lease will become a Retained Lease) and the Seller or the applicable Affiliate of Seller will, subject to receipt of any applicable Approval, sublease pursuant to a Facilities Lease Sublease for a term of years following the Closing Date to the Company or one of its Subsidiaries the portion of the facility covered by such Facility Lease which is used by the Company or one of its Subsidiaries and on terms mutually agreeable to Buyer and Seller in the exercise of their reasonable discretion. Buyer and Seller agree to reasonably cooperate with each other to negotiate in good faith with each other the terms and provisions of all the Facilities Lease Assignments and Facilities Lease Subleases to be executed under this Section 6.4(a). If the parties are unable to agree on such terms and provisions for any such Facilities Lease Assignment or Facilities Lease Sublease prior to the Closing, the parties agree that the applicable premises shall be included as a Licensed Space as defined in the Shared Space Agreement, and under and subject to the terms of a Shared Space Agreement until the first to occur of (i) termination of the term applicable to such premises under such Shared Space Agreement or (ii) entry into a Facilities Lease Assignment or Facilities Lease Sublease for such premises. Buyer and Seller further agree that if a party requests prior to the Closing to obtain additional shared space under a Shared Space Agreement after the Closing, the parties agree to cooperate in good faith with respect to resolving the requesting party’s need for additional space under such Shared Space Agreement on an interim basis following the Closing. Buyer and Seller also agree that if (1) the Company or one of its applicable Subsidiaries or (2) the Seller or an applicable Affiliate should vacate any portion of any premises that is contemplated under this Agreement to be shared after the Closing Date under a Shared Space Agreement, such vacated space shall not be included as a portion of the licensed space covered by such applicable Shared Space Agreement at the time of the Closing and the license fee thereunder will be proportionately reduced and the schedule attached to such Shared Space Agreement shall be appropriately revised at Closing to reflect such deleted space. (b) In each case in which the consent of the landlord is requested to effect the contemplated sublease or assignment referred to in any of Parts I, II, III or IV of Section 6.4 of the Seller’s Disclosure Schedule, or otherwise in any situation involving a Facility Lease for which the consent of the landlord is requested for the transaction and/or for the release of Seller or any Affiliate of Seller of any Seller Guarantee Obligation or from any other liability under such Facility Lease, Buyer covenants and agrees to cooperate with Seller, and shall use commercially reasonable efforts to assist Seller, in obtaining such consent, release of such Seller Guarantee Obligation and/or release of Seller or any Affiliate of Seller from any obligation or liability under such Facility Lease (other than a Retained Lease), including, without limitation, the execution of a document evidencing the agreement by Buyer (or an Affiliate of Buyer acceptable to such landlord) to perform, as applicable, the obligations of Seller or such Affiliate of Seller under such Facility Lease or Seller Guarantee Obligation (or to execute a substitute guaranty on substantially the same terms as the existing Seller Guarantee Obligation), and to provide such landlord with such financial and other information as such landlord may reasonably request; provided, however, that neither the Buyer nor its Affiliates will have any obligation to pay any fees or expenses or any past due obligations to any such landlord in connection with obtaining any such consent, release or substitution. Further, the parties agree that, with the exception of the Approvals of the landlord for those locations set forth in Section 9.4(b) of the Seller’s Disclosure Schedule, if any landlord’s Approval for a location for which (1) the Company or one or more Subsidiaries and (2) the Seller and one or more of its Affiliates are to share space after the Closing Date is required and not obtained by the Closing Date, upon written request of the proposed licensor under the applicable Shared Space Agreement for such location, the proposed licensee(s) for such location agree(s) to vacate such location within 30 days after the later to occur of the Closing Date and such written notice from licensor. (c) Seller shall cause the Company or the Subsidiary which is the lessee thereof to assign or otherwise transfer to Seller or one of any special assessment relating its Affiliates, and Seller or one of its Affiliates will assume, on or prior to the Leased Property Closing, all right, title, interest, liabilities and obligations in and under the Retained Leases as set forth in Section 6.4(c) of Seller’s Disclosure Schedule (including the San Francisco location referenced in Part III(b) of Section 6.4 of the Seller’s Disclosure Schedule, to the knowledge extent it becomes a Retained Lease in accordance with the terms hereof), together with any related reserves. Further, with reference to the parking lot locations in Ft. ▇▇▇, New Jersey included as Retained Leases, Buyer and Seller agree prior to Closing to cooperate with each other, in the exercise of MJ GeneWorks their reasonable discretion, to negotiate arrangements for the continued use of such parking lot locations by Buyer or the Company and the ShareholdersSubsidiaries, there has been no pending after Closing on terms identical, or threatened special assessmentsubstantially similar, to those in the respective Retained Leases, for the applicable parking lot locations for so long as the Company or a Subsidiary occupies premises in the vicinity of such Ft. ▇▇▇, New Jersey parking lot locations.

Facility Leases. Schedule 5.5 lists all Sellers are the respective tenants under the ---------------- Facility Leases. Such To Sellers' knowledge, neither Landlord is in default of its obligations under the Facility Leases. No Seller is in monetary default under a Facility Lease and no Seller has received a written notice of default from a Landlord under its Facility Lease (except that HRT has notified Sellers which are the tenants under the HRT Facility Leases constitute all leases, subleases or other occupancy agreements pursuant that the Facilities fail to which a Subject Company occupies, uses, leases or subleases real propertymeet certain financial coverage ratios set forth in the HRT Facility Leases). Except as described on Schedule 5.5expressly set forth in this Contract, each Subject Company has in all material respects performed all the obligations required to be performed by it under the terms is understood and agreed that Sellers are not making and have not at any time made any warranties or representations of the Facility Leases through the date hereof any kind or character, express or implied with respect to all leased property described the Facilities, including any warranties or representations as to habitability, merchantability, or fitness for a particular purpose or any other matter or thing regarding the Facilities. Except as expressly set forth in this Contract, Buyer acknowledges and agrees that upon closing, Seller shall sell, convey to assign and transfer to Buyer, and Buyer shall accept Sellers' interest in the Facility Leases of such Subject Company (and the “Leased Property”)Facilities "as is, where is, with all faults." Except as expressly set forth in this Contract, Buyer shall rely solely on its own investigation with respect to the Facilities, including the Facilities' physical, environmental or economic condition, compliance or lack thereof with any law. Except as expressly set forth in this Contract, in addition to, and each Subject Company enjoys peaceful and undisturbed possession not by way of all limitation of, the Leased Propertysale of the Facilities on an AS IS CONDITION WITH ALL FAULTS basis under this Contract, but subject Buyer acknowledges that Sellers make no representations or warranties whatsoever to the terms of said leases and subleases. With respect to each such Facility Lease: Buyer regarding the: (i) All Facilities leased or subleased thereunder by or from a Subject Company have received all material approvals of governmental authorities (including licenses and Permits) required in connection with the operation thereof that are of such a nature as to be obtainable by a tenant and not the fee owner/landlord, and have been operated and maintained by the Subject Companies, to the extent such operation and maintenance is the responsibility physical condition of the Subject Companies pursuant to the Facility Leases, in all material respects in accordance with applicable laws, rules and regulations; Facilities; or (ii) All Facilities leased presence or subleased thereunder absence of hazardous or toxic materials or chemicals in, at, or under the Facilities. References in this Contract to the "KNOWLEDGE" of Sellers shall refer only to the actual knowledge (as opposed to constructive, deemed or imputed knowledge) of the Designated Employees (as hereinafter defined) after reasonable inquiry has been made of the appropriate regional and/or Facility personnel, and shall not be construed, by a Subject Company are supplied with utilities (including waterimputation or otherwise, sewage, disposal, electricity, gas and telephone) and other services necessary for the Subject Companies’ operation of such Facilities as currently operated (or, in the case of a subleased property, the relevant subtenant has the responsibility to provide such services); (iii) To the knowledge of MJ GeneWorks and the Shareholders, the relevant Subject Companies, there is no pending, threatened condemnation proceedings with respect to any Leased Property or, refer to the knowledge of such Subject Company and its ShareholdersSellers, pending or threatened litigation or administrative actions relating to the Leased Property; (iv) Except as set forth on Schedule 5.5, there are no subleases, licenses, options, rights, concessions or other agreements or arrangements, written or oralany affiliate of Sellers, to which any Subject Company is a partyproperty manager, granting or to any Person the right to use other trustee, officer, agent, manager, representative or occupy such Leased Property employee of Sellers or any portion affiliate thereof or interest therein; (v) To to impose upon such Designated Employees any duty to investigate the knowledge matter to which such actual knowledge, or the absence thereof, pertains other than the duty of MJ GeneWorks and the Shareholdersinquiry described herein. As used herein, the improvements constructed by any Subject Company on the Leased Property are in good operating condition term "DESIGNATED EMPLOYEES" shall refer to Thilo D. Best (President and repair without any material structural or mechanical defects C.E.O.), ▇▇▇ ▇. ▇▇▇▇▇▇ (Senior V.P. and C.F.O.), ▇▇▇▇ ▇▇▇▇▇▇▇▇ (Senior V.P. of any kindAssisted Living), ordinary wear and tear excepted; and ▇▇▇ ▇▇▇▇▇▇▇▇ (vi) No Subject Company has received written notice Regional V.P. of any special assessment relating to the Leased Property and to the knowledge of MJ GeneWorks and the Shareholders, there has been no pending or threatened special assessmentOperations - South).

Facility Leases. Schedule 5.5 lists all (a) At or prior to the Closing and subject to the receipt by Seller or an Affiliate of Seller of any applicable Approval, if required under such Facility Leases. Such Leases constitute all leasesLease (or, subleases or other occupancy agreements pursuant to which if applicable, under a Subject Company occupies, uses, leases or subleases real property. Except as described on Schedule 5.5, each Subject Company has in all material respects performed all the obligations required to be performed by it under the terms of the Facility Leases through the date hereof prime lease with respect to all leased property described in the Facility Leases of such Subject Company (the “Leased Property”), and each Subject Company enjoys peaceful and undisturbed possession of all the Leased Property, but subject to the terms of said leases and subleases. With respect to each a location covered by such Facility Lease:): (i) All with respect to each Facility Lease which is listed in Part I of Section 6.4 of the Seller’s Disclosure Schedule, Seller shall, or shall cause the applicable Affiliate of Seller which is the lessee thereof to enter into a Facilities leased Lease Assignment or subleased thereunder by or from a Subject Company have received all material approvals Facilities Lease Sublease of governmental authorities (including licenses and Permits) required in connection such Facility Lease with the operation thereof that are of such a nature as to be obtainable by a tenant and not the fee owner/landlord, and have been operated and maintained by the Subject Companies, to the extent such operation and maintenance is the responsibility Company or one of the Subject Companies pursuant to the Facility Leases, in all material respects in accordance with applicable laws, rules and regulationsSubsidiaries; (ii) All with respect to the Facility Lease which is listed in Part II of Section 6.4 of the Seller’s Disclosure Schedule, and subject to the assignment of such Facility Lease to Seller or an Affiliate of Seller in accordance with the terms of Section 6.4(c) below, Seller shall, or shall cause the applicable Affiliate of Seller which is the lessee thereof, to enter into a Facilities leased Lease Sublease with the Buyer, the Company or subleased thereunder by a Subject Company are supplied with utilities (including water, sewage, disposal, electricity, gas and telephone) and other services necessary one of the Subsidiaries for the Subject Companies’ operation of location covered by such Facilities as currently operated (or, Facility Lease on terms mutually agreeable to the Buyer and Seller in the case exercise of a subleased propertytheir reasonable discretion and Buyer, the relevant subtenant has Company or applicable Subsidiary will permit Seller and/or one or more Affiliates thereof to occupy for the responsibility to provide interim period following the Closing Date specified in a Shared Space Agreement that portion of the facility which is used by the Seller or any such services)Affiliates thereof; (iii) To the knowledge of MJ GeneWorks pursuant to and the Shareholdersin accordance with a Shared Space Agreement, the relevant Subject Companies, there is no pending, threatened condemnation proceedings with respect to any Leased Property oreach Facility Lease which is listed in Part III(a) of Section 6.4 of the Seller’s Disclosure Schedule, Seller or the applicable Affiliate of Seller which is the lessee thereof will permit Buyer, the Company or one of the Subsidiaries to occupy for the knowledge interim period following the Closing Date specified in such Shared Space Agreement that portion of the facility covered by such Subject Facility Lease which is used by the Company and its Shareholders, pending or threatened litigation or administrative actions relating to one of the Leased PropertySubsidiaries; (iv) Except as set forth on Schedule 5.5with respect to each Facility Lease which is listed in Part III(b) of Section 6.4 of the Seller’s Disclosure Schedule, there are no subleasesSeller shall, licenses, options, rights, concessions or other agreements or arrangements, written or oralshall cause the applicable Affiliate of Seller which is the lessee thereof, to enter into a Facilities Lease Sublease with Buyer, the Company or one of its Subsidiaries for a term of years following the Closing Date and on terms mutually agreeable to Buyer and Seller in the exercise of their reasonable discretion for that portion of the facility covered by such Facility Lease which any Subject is used by the Company is a party, granting to any Person the right to use or occupy such Leased Property or any portion thereof or interest thereinone of Subsidiaries; (v) To pursuant to and in accordance with a Shared Space Agreement, with respect to each Facility Lease which is listed in Part IV(a) of Section 6.4 of the knowledge of MJ GeneWorks and the ShareholdersSeller’s Disclosure Schedule, the improvements constructed Company or the applicable Subsidiary which is the lessee thereof will permit the Seller or one of its Affiliates to occupy for the interim period following the Closing Date specified in such Shared Space Agreement that portion of the facility covered by any Subject Company on the Leased Property are in good operating condition and repair without any material structural such Facility Lease which is used by Seller or mechanical defects one of any kind, ordinary wear and tear exceptedits Affiliates; and (vi) No Subject with respect to each Facility Lease which is listed in Part IV(b) of Section 6.4 of the Seller’s Disclosure Schedule, the Buyer shall cause the Company has received or applicable Subsidiary which is the lessee thereof to sublease pursuant to a Facilities Lease Sublease to the Seller or one of its Affiliates for a term of years following the Closing Date and on terms mutually agreeable to Buyer and Seller in the exercise of their reasonable discretion that portion of the facility covered by such Facility Lease which is used by Seller or one of its Affiliates. With reference to the Facility Lease listed in Part III(b) of Section 6.4 of the Seller’s Disclosure Schedule for the premises in San Francisco, California, the Buyer understands and agrees that the applicable Subsidiary of the Company will use commercially reasonable efforts to negotiate and execute with the applicable landlord prior to the Closing an amendment to the existing Facility Lease for such facility which will delete from the premises covered by such Facility Lease that portion of the premises occupied by the Company and thereafter cause a new lease/sublease with the landlord to be executed for such deleted portion on terms substantially consistent with the terms of the existing Facility Lease for such deleted portion of the premises (it being understood that rent, costs and allowances under such Facility Lease will be allocated to the respective floors under the new lease/sublease in accordance with the allocation to each of its respective floor under such existing Facility Lease); failing to obtain such amendment or new lease for any such premises, prior to the Closing the Company will assign all its right, title and interest under such Facility Lease to Seller or one of its Affiliates (in which event, such Facility Lease will become a Retained Lease) and the Seller or the applicable Affiliate of Seller will, subject to receipt of any applicable Approval, sublease pursuant to a Facilities Lease Sublease for a term of years following the Closing Date to the Company or one of its Subsidiaries the portion of the facility covered by such Facility Lease which is used by the Company or one of its Subsidiaries and on terms mutually agreeable to Buyer and Seller in the exercise of their reasonable discretion. Buyer and Seller agree to reasonably cooperate with each other to negotiate in good faith with each other the terms and provisions of all the Facilities Lease Assignments and Facilities Lease Subleases to be executed under this Section 6.4(a). If the parties are unable to agree on such terms and provisions for any such Facilities Lease Assignment or Facilities Lease Sublease prior to the Closing, the parties agree that the applicable premises shall be included as a Licensed Space as defined in the Shared Space Agreement, and under and subject to the terms of a Shared Space Agreement until the first to occur of (i) termination of the term applicable to such premises under such Shared Space Agreement or (ii) entry into a Facilities Lease Assignment or Facilities Lease Sublease for such premises. Buyer and Seller further agree that if a party requests prior to the Closing to obtain additional shared space under a Shared Space Agreement after the Closing, the parties agree to cooperate in good faith with respect to resolving the requesting party’s need for additional space under such Shared Space Agreement on an interim basis following the Closing. Buyer and Seller also agree that if (1) the Company or one of its applicable Subsidiaries or (2) the Seller or an applicable Affiliate should vacate any portion of any premises that is contemplated under this Agreement to be shared after the Closing Date under a Shared Space Agreement, such vacated space shall not be included as a portion of the licensed space covered by such applicable Shared Space Agreement at the time of the Closing and the license fee thereunder will be proportionately reduced and the schedule attached to such Shared Space Agreement shall be appropriately revised at Closing to reflect such deleted space. (b) In each case in which the consent of the landlord is requested to effect the contemplated sublease or assignment referred to in any of Parts I, II, III or IV of Section 6.4 of the Seller’s Disclosure Schedule, or otherwise in any situation involving a Facility Lease for which the consent of the landlord is requested for the transaction and/or for the release of Seller or any Affiliate of Seller of any Seller Guarantee Obligation or from any other liability under such Facility Lease, Buyer covenants and agrees to cooperate with Seller, and shall use commercially reasonable efforts to assist Seller, in obtaining such consent, release of such Seller Guarantee Obligation and/or release of Seller or any Affiliate of Seller from any obligation or liability under such Facility Lease (other than a Retained Lease), including, without limitation, the execution of a document evidencing the agreement by Buyer (or an Affiliate of Buyer acceptable to such landlord) to perform, as applicable, the obligations of Seller or such Affiliate of Seller under such Facility Lease or Seller Guarantee Obligation (or to execute a substitute guaranty on substantially the same terms as the existing Seller Guarantee Obligation), and to provide such landlord with such financial and other information as such landlord may reasonably request; provided, however, that neither the Buyer nor its Affiliates will have any obligation to pay any fees or expenses or any past due obligations to any such landlord in connection with obtaining any such consent, release or substitution. Further, the parties agree that, with the exception of the Approvals of the landlord for those locations set forth in Section 9.4(b) of the Seller’s Disclosure Schedule, if any landlord’s Approval for a location for which (1) the Company or one or more Subsidiaries and (2) the Seller and one or more of its Affiliates are to share space after the Closing Date is required and not obtained by the Closing Date, upon written request of the proposed licensor under the applicable Shared Space Agreement for such location, the proposed licensee(s) for such location agree(s) to vacate such location within 30 days after the later to occur of the Closing Date and such written notice from licensor. (c) Seller shall cause the Company or the Subsidiary which is the lessee thereof to assign or otherwise transfer to Seller or one of any special assessment relating its Affiliates, and Seller or one of its Affiliates will assume, on or prior to the Leased Property Closing, all right, title, interest, liabilities and obligations in and under the Retained Leases as set forth in Section 6.4(c) of Seller’s Disclosure Schedule (including the San Francisco location referenced in Part III(b) of Section 6.4 of the Seller’s Disclosure Schedule, to the knowledge extent it becomes a Retained Lease in accordance with the terms hereof), together with any related reserves. Further, with reference to the parking lot locations in Ft. L▇▇, New Jersey included as Retained Leases, Buyer and Seller agree prior to Closing to cooperate with each other, in the exercise of MJ GeneWorks their reasonable discretion, to negotiate arrangements for the continued use of such parking lot locations by Buyer or the Company and the ShareholdersSubsidiaries, there has been no pending after Closing on terms identical, or threatened special assessmentsubstantially similar, to those in the respective Retained Leases, for the applicable parking lot locations for so long as the Company or a Subsidiary occupies premises in the vicinity of such Ft. L▇▇, New Jersey parking lot locations.