Common use of Non-Transfers Clause in Contracts

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, or (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant, shall not be deemed a Transfer under this Article 14, provided that Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, and further provided that such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease or otherwise effectuate any “release” by Tenant of such obligations. The transferee under a transfer specified in items (i), (ii) or (iii) above shall be referred to as a “Permitted Transferee.” “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of more than fifty percent (50%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of more than fifty percent (50%) of the voting interest in, any person or entity.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article ARTICLE 14, (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an any entity which is controlled bydirectly or indirectly by Tenant, or which entity controls, directly or indirectly, Tenant (in each such case, an “AFFILIATE”), or any entity which owns or is under common control withowned by an Affiliate, Tenant), (ii) an or any assignment by operation of the Premises law or otherwise resulting from any merger or consolidation of Tenant or to an any entity which acquires purchases all or substantially all of the assets or interests (partnership, stock or other) of Tenant, or (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation assets of Tenant, shall not be deemed a Transfer under this Article ARTICLE 14, provided that at least ten (10) business days prior to such assignment or sublease (or, if precluded by applicable securities laws from giving advance notice, within ten (10) business days after such assignment or sublease, or, if later, promptly after Tenant is legally permitted to inform Landlord): (i) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, certifies that the applicable Transfer is to an Affiliate; and further provided that (iii) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease Lease. In the event an assignment or otherwise effectuate any sublease to an Affiliate is made pursuant to the TCCs of this SECTION 14.7, Tenant shall not be relieved of its obligations under this Lease. “release” by Tenant of such obligations. The transferee under a transfer specified in items (i), (ii) or (iii) above shall be referred to as a “Permitted Transferee.” “ControlCONTROL,” as used in this Section 14.8SECTION 14.7, shall mean the ownershippossession, directly or indirectly, of more than fifty percent (50%) the power to direct or cause the direction of the voting securities of, or possession management and policies of the right to vote, in the ordinary direction of its affairs, of more than fifty percent (50%) of the voting interest in, any a person or entity, whether by ownership of voting securities, by contract or otherwise.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article ARTICLE 14, (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an any entity which is controlled bydirectly or indirectly by Tenant, or which entity controls, directly or indirectly, Tenant (in each such case, an "AFFILIATE"), or any entity which owns or is under common control withowned by an Affiliate, Tenant), (ii) an or any assignment by operation of the Premises law or otherwise resulting from any merger or consolidation of Tenant or to an any entity which acquires purchases all or substantially all of the assets or interests (partnership, stock or other) of Tenant, or (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation assets of Tenant, shall not be deemed a Transfer under this Article ARTICLE 14, provided that at least ten (10) business days prior to such assignment or sublease (or, if precluded by applicable securities laws from giving advance notice, within ten (10) business days after such assignment or sublease, or, if later, promptly after Tenant is legally permitted to inform Landlord): (i) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, certifies that the applicable Transfer is to an Affiliate; and further provided that (iii) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease Lease. In the event an assignment or otherwise effectuate any “release” by sublease to an Affiliate is made pursuant to the TCCs of this SECTION 14.7, Tenant shall not be relieved of such obligationsits obligations under this Lease. The transferee under a transfer specified in items (i), (ii) or (iii) above shall be referred to as a “Permitted Transferee.” “Control"CONTROL,” " as used in this Section 14.8SECTION 14.7, shall mean the ownershippossession, directly or indirectly, of more than fifty percent (50%) the power to direct or cause the direction of the voting securities of, or possession management and policies of the right to vote, in the ordinary direction of its affairs, of more than fifty percent (50%) of the voting interest in, any a person or entity, whether by ownership of voting securities, by contract or otherwise.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article ARTICLE 14, (i) an assignment or subletting of all or a portion of the Premises to an affiliate any entity which acquires all or a part of Tenant (an entity Tenant, or which is acquired in whole or in part by Tenant, or which is controlled bydirectly or indirectly by Tenant, or which entity controls, directly or is under common control withindirectly, Tenant), (ii) an assignment of the Premises to an entity Tenant or which acquires all or substantially all of the assets or interests (partnership, stock or other) assets of TenantTenant (in each such case, an "AFFILIATE"), or (iii) an assignment of the Premises to an any entity which owns or is the resulting entity of a merger or consolidation of Tenantowned by an Affiliate, shall not be deemed a Transfer under this Article ARTICLE 14, provided that at least thirty (30) days prior to such assignment or sublease (i) Tenant provides Landlord with reasonable evidence that any such entity maintains a net worth, calculated in accordance with generally accepted accounting principals, consistently applied ("NET WORTH"), sufficient to meet the financial obligation hereunder; (ii) Tenant notifies Landlord of any such assignment or sublease sublease; and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, and further provided that (iii) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease. In the event an assignment or sublease to an Affiliate is made pursuant to the TCCs of this SECTION 14.8, Tenant shall be relieved of its obligations under this Lease or otherwise effectuate any “release” by Tenant to the extent the same become the TCCs of such obligationsAffiliate pursuant to such assignment or sublease. The transferee under In no event shall an offering of stock to third parties by means of a transfer specified in items (i), (ii) public or (iii) above shall be referred to as private offering constitute a “Permitted Transferee"Transfer.” “Control" "CONTROL,” " as used in this Section SECTION 14.8, shall mean the ownershippossession, directly or indirectly, of more than fifty percent (50%) the power to direct or cause the direction of the voting securities of, or possession management and policies of the right to vote, in the ordinary direction of its affairs, of more than fifty percent (50%) of the voting interest in, any a person or entity, whether by ownership of voting securities, by contract or otherwise.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article ARTICLE 14, (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an any entity which is controlled bydirectly or indirectly by Tenant, or which entity controls, directly or indirectly, Tenant (in each such case, an "AFFILIATE"), or any entity which owns or is under common control withowned by an Affiliate, Tenant), (ii) an or any assignment by operation of the Premises law or otherwise resulting from any merger or consolidation of Tenant or to an any entity which acquires purchases all or substantially all of the assets or interests (partnership, stock or other) of Tenant, or (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation assets of Tenant, shall not be deemed a Transfer under this Article ARTICLE 14, provided that at least thirty (30) days prior to such assignment or sublease (i) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, certified that the applicable Transfer is to an Affiliate; and further provided that (ii) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease Lease. In the event an assignment or otherwise effectuate any “release” by sublease to an Affiliate is made pursuant to the TCCs of this SECTION 14.7, Tenant shall not be relieved of such obligationsits obligations under this Lease. The transferee under a transfer specified in items (i), (ii) or (iii) above shall be referred to as a “Permitted Transferee.” “Control"CONTROL,” " as used in this Section 14.8SECTION 14.7, shall mean the ownershippossession, directly or indirectly, of more than fifty percent (50%) the power to direct or cause the direction of the voting securities of, or possession management and policies of the right to vote, in the ordinary direction of its affairs, of more than fifty percent (50%) of the voting interest in, any a person or entity, whether by ownership of voting securities, by contract or otherwise.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, or (iii) an assignment of the Premises to an entity which is the surviving/resulting entity of a merger or consolidation of Tenant, shall not be deemed a Transfer under this Article 14, provided that (A) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, (B) such transferee has, in Landlord's reasonable determination, financial strength equal to or greater than Original Tenant, and further provided that (c) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease or otherwise effectuate any “release” by Tenant of such obligationsLease. The transferee under a transfer specified in items (i), (ii) or (iii) above shall be referred to in this Lease as a “Permitted Transferee"PERMITTED TRANSFEREE.” “Control" "CONTROL,” " as used in this Section 14.8, shall mean the ownership, directly or indirectly, of more than fifty percent (50%) of the voting securities of, or possession of the right power to vote, in direct or cause the ordinary direction of its affairs, of more than fifty percent (50%) of the whether through ownership or voting interest insecurities, or by contract or otherwise, any person or entity.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an any entity which is controlled bydirectly or indirectly by Tenant, or which entity controls, directly or indirectly, Tenant (in each such case, an “Affiliate”), or any entity which owns or is under common control withowned by an Affiliate, Tenant), (ii) an or any assignment by operation of the Premises law or otherwise resulting from any merger or consolidation of Tenant or to an any entity which acquires purchases all or substantially all of the assets or interests (partnership, stock or other) of Tenant, or (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation assets of Tenant, shall not be deemed a Transfer under this Article 14, provided that at least thirty (30) days prior to such assignment or sublease (i) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, certified that the applicable Transfer is to an Affiliate; and further provided that (ii) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease Lease. In the event an assignment or otherwise effectuate any “release” by sublease to an Affiliate is made pursuant to the TCCs of this Section 14.7, Tenant shall not be relieved of such obligationsits obligations under this Lease. The transferee under a transfer specified in items (i), (ii) or (iii) above shall be referred to as a “Permitted Transferee.” “Control,” as used in this Section 14.814.7, shall mean the ownershippossession, directly or indirectly, of more than fifty percent (50%) the power to direct or cause the direction of the voting securities of, or possession management and policies of the right to vote, in the ordinary direction of its affairs, of more than fifty percent (50%) of the voting interest in, any a person or entity, whether by ownership of voting securities, by contract or otherwise.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 1411, (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), or to a purchaser of all or XXXXXX XXXXXX XXXXX [Foundation Health Systems] substantially all of the assets of Tenant, or to an entity resulting, by operation of law or otherwise, from the merger, consolidation or other reorganization of Tenant (any such entity, an “Affiliate”), (ii) an assignment or subletting of all or a portion of the Premises to an entity which acquires all Affiliate, a parent of an Affiliate, or substantially all an Affiliate of the assets or interests (partnership, stock or other) of Tenanta parent, or (iii) a transfer, by law or otherwise, in connection with the merger, consolidation or other reorganization of Tenant or an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of TenantAffiliate, shall not be deemed a Transfer under this Article 1411, provided that Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliateAffiliate, and further provided that such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease. An assignee of Tenant’s entire interest under this Lease or otherwise effectuate any “release” by Tenant of such obligations. The transferee under a transfer specified in items (i), (ii) or (iii) above shall pursuant to the immediately preceding sentence may be referred to herein as a an “Permitted TransfereeAffiliated Assignee.” “Control,” as used in this Section 14.811.7, shall mean the ownershippossession, directly or indirectly, of more than fifty percent (50%) the power to direct or cause the direction of the voting securities of, or possession management and policies of the right to vote, in the ordinary direction of its affairs, of more than fifty percent (50%) of the voting interest in, any a person or entity, whether through the ownership of voting securities, by contract or otherwise.