Common use of Non-Transfers Clause in Contracts

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, an assignment or subletting of all or a portion of the Premises to (a) an affiliate of Tenant (an entity which is controlled by, controls or is under common control, as such term is defined in California General Corporations Code ("CGCC") Sections 160 and 5045, with, Tenant); (b) an entity which merges with or acquires or is acquired by, Tenant or a parent of Tenant, as defined in CGCC Sections 175 and 5064, or a subsidiary, as defined in CGCC Sections 189 and 5073, of Tenant's parent or Affiliate, or (c) a transferee of substantially all of the assets of Tenant (a, b and c to be collectively be referred to herein as an "AFFILIATE") along with any other entity which will qualify as an "affiliate" under CGCC Sections 150 and 5031, shall not be deemed a Transfer under this Article 14 (and shall not entitle Landlord to any Transfer Premium), provided that at least five (5) business 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 reasonably requested by Landlord regarding such assignment or sublease or such Affiliate; and (ii) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease. In addition, Landlord acknowledges and agrees that notwithstanding anything to the contrary contained in the Lease, Tenant shall have the right, without Landlord's consent and without the payment of the Transfer Premium, but upon prior written notice to Landlord, to sublease, license or let or otherwise permit occupancy of, up to an aggregate of 28,500 square feet of the Premises (or 57,000 square feet of the Premises to the extent the Expansion Space is added to the Premises) to individuals, clients, agents or independent contractors (each a "BUSINESS AFFILIATE") which sublease, license or occupancy agreement, as the case may be, to a Business Affiliate shall be on and subject to all of the following conditions: (i) Tenant shall either have a business relationship (relating to the primary business of Tenant conducted in the Premises) with each such Business Affiliate or Tenant shall have at least a ten percent (10%) voting or equity interest in such Business Affiliate; (ii) all such Business Affiliates shall be of a character and reputation consistent with the quality of the Building; and (iii) such Business Affiliates shall use the Premises in conformity with the all applicable provisions of this Lease. No such sublease, license or occupancy agreement, as the case may be, shall relieve Tenant from any liability under this Lease.

Non-Transfers. Notwithstanding anything to the contrary contained in ------------- this Article 14, an assignment or subletting of all or a portion of the Premises to (a) an affiliate of Tenant (an entity which is controlled by, controls or is under common control, as such term is defined in California General Corporations Code ("CGCC") Sections 160 and 5045, with, Tenant); , (b) an entity which merges with or acquires or is acquired by, Tenant or a parent of Tenant, as defined in CGCC Sections 175 and 5064, or a subsidiary, as defined in CGCC Sections 189 and 5073, of Tenant's parent or Affiliate, or (c) a transferee of substantially all of the assets of Tenant (a, b and c to be collectively be referred to herein as an "AFFILIATE") along with any other entity which will qualify as an "affiliate" under CGCC Sections 150 and 5031, shall not be deemed a Transfer under this Article 14 (and shall not entitle Landlord to any Transfer Premium)14, ---------- provided that at least five thirty (530) business days prior to such assignment or sublease (i) Tenant provides Landlord with reasonable evidence, including a certified audit opinion of an independent certified public accountant with a regional or national reputation, that any such entity maintains a net worth, calculated in accordance with generally accepted accounting principles, consistently applied ("NET WORTH"), equal to or greater than the Net Worth of Tenant either immediately prior to the time of such assignment or sublease or at the time this Lease is executed; (ii) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such assignment or sublease or such Affiliate; and (iiiii) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease. In addition, Landlord acknowledges and agrees that notwithstanding anything the event an assignment or sublease to an Affiliate is made pursuant to the contrary contained in the LeaseTCCs of this Section 14.8, Tenant shall have the right, without Landlord's consent and without the payment be ------------ relieved of the Transfer Premium, but upon prior written notice to Landlord, to sublease, license or let or otherwise permit occupancy of, up to an aggregate of 28,500 square feet of the Premises (or 57,000 square feet of the Premises its obligations under this Lease to the extent the Expansion Space is added same become the TCCs of such Affiliate pursuant to the Premises) to individuals, clients, agents such assignment or independent contractors (each a "BUSINESS AFFILIATE") which sublease, license or occupancy agreement, as the case may be, to a Business Affiliate shall be on and subject to all of the following conditions: (i) Tenant shall either have a business relationship (relating to the primary business of Tenant conducted in the Premises) with each such Business Affiliate or Tenant shall have at least a ten percent (10%) voting or equity interest in such Business Affiliate; (ii) all such Business Affiliates shall be of a character and reputation consistent with the quality of the Building; and (iii) such Business Affiliates shall use the Premises in conformity with the all applicable provisions of this Lease. No such sublease, license or occupancy agreement, as the case may be, shall relieve Tenant from any liability under this Lease.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, an assignment or subletting of all or a portion of the Premises to (a) an affiliate of Tenant (an entity which is controlled by, controls or is under common control, as such term is defined in California General Corporations Code ("CGCC") Sections 160 and 5045, with, Tenant or Tenant's parent or any subsidiary of Tenant or Tenant's parent); , (b) an entity which merges with or acquires or is acquired by, Tenant or a parent of Tenant, as defined in CGCC Sections 175 and 5064, or a subsidiary, as defined in CGCC Sections 189 and 5073, of Tenant's parent or Affiliate, or (c) a transferee of substantially all of the assets of Tenant (a, b and c to be collectively be referred to herein as an "AFFILIATE") along with any other entity which will qualify as an "affiliate" under CGCC Sections 150 and 5031, shall not be deemed a Transfer under this Article 14 (and shall not entitle Landlord to any Transfer Premium)14, provided that at least five thirty (530) business days prior to such assignment or sublease (i) Tenant provides Landlord with reasonable evidence, including a certified audit opinion of an independent certified public accountant with a regional or national reputation, that any such entity maintains a net worth, calculated in accordance with generally accepted accounting principals, consistently applied ("NET WORTH"), equal to or greater than $20,000,000.00; (ii) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such assignment or sublease or such Affiliate; and (iiiii) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease. In addition, Landlord acknowledges and agrees that notwithstanding anything the event an assignment or sublease to an Affiliate is made pursuant to the contrary contained in the Leaseterms and conditions of this Section 14.8, Tenant shall have be relieved of its obligations under this Lease to the rightextent the same become the terms and conditions of such Affiliate pursuant to such assignment or sublease. Notwithstanding the Net Worth requirements set forth in this Section 14.8 above, for purposes of this Article 14, an Affiliate shall also include any entity which is occupying, without Landlord's consent the benefit of any demising walls or other material barriers between its occupied space and without the payment of the Transfer Premium, but upon prior written notice to Landlord, to sublease, license or let or otherwise permit occupancy ofspace occupied by Tenant, up to an aggregate of 28,500 25,000 rentable square feet of the Premises Premises; provided that Tenant actually occupies at least seventy-five percent (or 57,000 square feet 75%) of each floor of the Premises to the extent the Expansion Space which is added to the Premises) to individuals, clients, agents or independent contractors (each a "BUSINESS AFFILIATE") which sublease, license or occupancy agreement, as the case may be, to a Business Affiliate shall be on and subject to all of the following conditions: (i) Tenant shall either have a business relationship (relating to the primary business of Tenant conducted in the Premises) with each also occupied by such Business Affiliate or Tenant shall have at least a ten percent (10%) voting or equity interest in such Business Affiliate; (ii) all such Business Affiliates shall be of a character and reputation consistent with the quality of the Building; and (iii) such Business Affiliates shall use the Premises in conformity with the all applicable provisions of this Lease. No such sublease, license or occupancy agreement, as the case may be, shall relieve Tenant from any liability under this Leaseentity.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, an assignment or subletting of all or a portion of the Premises to (a) an affiliate of Tenant (i.e., an entity which is controlled by, controls or is under common control, as such term is defined in California General Corporations Code ("“CGCC"”) Sections 160 and 5045, with, Tenant); (b) an entity which merges with or acquires or is acquired by, Tenant or a parent of Tenant, as defined in CGCC Sections 175 and 5064, or a subsidiary, as defined in CGCC Sections 189 and 5073, of Tenant's ’s parent or Affiliate, or (c) a transferee of substantially all of the assets or stock of Tenant (a, b and c to be collectively be referred to herein as an "AFFILIATE"“Affiliate”) along with any other entity which will qualify as an "“affiliate" ” under CGCC Sections 150 and 5031, shall not be deemed a Transfer under this Article 14 (and shall not entitle Landlord to any Transfer Premium), provided that at least five ten (510) business days prior to such assignment or sublease (i) Tenant provides Landlord with reasonable evidence that any such entity maintains a tangible net worth, calculated in accordance with generally accepted accounting principles, consistently applied (“Net Worth”), sufficient to meet the obligations under the assignment or sublease or at the time this Lease is executed; (ii) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such assignment or sublease or such Affiliate; and (iiiii) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease. In addition, Landlord acknowledges and agrees that notwithstanding anything to the contrary contained in the Lease, Tenant shall have the right, without Landlord's consent and without the payment of the Transfer Premium, but upon prior written notice to Landlord, to sublease, license ; (iv) any such assignment or let or otherwise permit occupancy of, up to an aggregate of 28,500 square feet of the Premises (or 57,000 square feet of the Premises to the extent the Expansion Space is added to the Premises) to individuals, clients, agents or independent contractors (each a "BUSINESS AFFILIATE") which sublease, license or occupancy agreement, as the case may be, to a Business Affiliate sublease shall be on subject and subject subordinate to all of the following conditions: (i) Tenant shall either have a business relationship (relating to the primary business of Tenant conducted in the Premises) with each such Business Affiliate or Tenant shall have at least a ten percent (10%) voting or equity interest in such Business Affiliate; (ii) all such Business Affiliates shall be of a character terms and reputation consistent with the quality of the Building; and (iii) such Business Affiliates shall use the Premises in conformity with the all applicable provisions of this Lease. No , and such subleaseassignee, license or occupancy agreement, as the case may beif applicable, shall relieve assume, in a written document delivered to Landlord upon or prior to the effective date of such assignment, all the obligations of Tenant from any liability under this Lease arising after the effective date of such assignment, including, without limitation, the provisions of Article 5 of this Lease regarding the use of the Premises; and (v) Tenant shall remain fully liable for all obligations to be performed by Tenant under this Lease.

Non-Transfers. Notwithstanding anything to the contrary contained ------------- in this Article 14, an assignment or subletting of all or a portion of the Premises to (a) an affiliate of Tenant (an entity which is controlled by, controls or is under common control, as such term is defined in California General Corporations Code ("CGCC") Sections 160 and 5045, with, Tenant); , (b) an entity which merges with or acquires or is acquired by, Tenant or a parent of Tenant, as defined in CGCC Sections 175 and 5064, or a subsidiary, as defined in CGCC Sections 189 and 5073, of Tenant's parent or Affiliate, or (c) a transferee of substantially all of the assets of Tenant (a, b and c to be collectively be referred to herein as an "AFFILIATE") along with any other entity which will qualify as an "affiliate" under CGCC Sections 150 and 5031, shall not be deemed a Transfer under this Article 14 (and shall not entitle Landlord to any Transfer Premium)14, provided that at least five thirty (530) business days prior to ---------- such assignment or sublease (i) Tenant provides Landlord with reasonable evidence, including a certified audit opinion of an independent certified public accountant with a regional or national reputation, that any such entity maintains a net worth, calculated in accordance with generally accepted accounting principles, consistently applied ("NET WORTH"), equal to or greater than the Net Worth of Tenant either immediately prior to the time of such assignment or sublease or at the time this Lease is executed; (ii) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding 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 (iiiii) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease. In addition, Landlord acknowledges and agrees that notwithstanding anything the event an assignment or sublease to an Affiliate is made pursuant to the contrary contained in the LeaseTCCs of this Section 14.8, Tenant shall have the right, without Landlord's consent and without the payment be relieved of the Transfer Premium, but upon prior written notice to Landlord, to sublease, license or let or otherwise permit occupancy of, up to an aggregate of 28,500 square feet of the Premises (or 57,000 square feet of the Premises its obligations under this Lease to the extent the Expansion Space is added same become the TCCs of such Affiliate pursuant to the Premises) to individuals, clients, agents such assignment or independent contractors (each a "BUSINESS AFFILIATE") which sublease, license or occupancy agreement, as the case may be, to a Business Affiliate shall be on and subject to all of the following conditions: (i) Tenant shall either have a business relationship (relating to the primary business of Tenant conducted in the Premises) with each such Business Affiliate or Tenant shall have at least a ten percent (10%) voting or equity interest in such Business Affiliate; (ii) all such Business Affiliates shall be of a character and reputation consistent with the quality of the Building; and (iii) such Business Affiliates shall use the Premises in conformity with the all applicable provisions of this Lease. No such sublease, license or occupancy agreement, as the case may be, shall relieve Tenant from any liability under this Lease.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, an assignment or subletting of all or a portion of the Premises to (ai) an affiliate of Tenant (an entity which is controlled by, controls or is under common control, as such term is defined in California General Corporations Code ("CGCC") Sections 160 and 5045, with, Tenant); , (bii) an entity which merges with or acquires or is acquired by, Tenant or a parent of Tenant, as defined in CGCC Sections 175 and 5064, or a subsidiary, as defined in CGCC Sections 189 and 5073, of Tenant's parent or Affiliate, or (ciii) a transferee of substantially all of the assets of Tenant (acollectively, b and c to be collectively be referred to herein as an "AFFILIATEAffiliate") along with any other entity which will qualify as an "affiliate" under CGCC Sections 150 and 5031, shall not be deemed a Transfer under this Article 14 (and shall not entitle Landlord to any Transfer Premium)14, provided that at least five fifteen (515) business days prior to such assignment or sublease (ia) Tenant provides Landlord with reasonable evidence, certified by Tenant's chief financial officer and chief executive officer (and, to the extent such reasonable evidence relates to an Affiliate, such Affiliate's chief financial officer and chief executive officer), that, to the best of each of their knowledge (without any duty to audit), such transferee entity maintains a net worth, calculated in accordance with generally accepted accounting principles, consistently applied ("Net Worth"), equal to or greater than the Net Worth of Tenant either immediately prior to the time of such assignment or sublease or at the time this Lease is executed; (b) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such assignment or sublease or such Affiliate; and (iic) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease. In addition, Landlord acknowledges and agrees that notwithstanding anything the event an assignment or sublease to an Affiliate is made pursuant to the contrary contained in the LeaseTCCs of this Section 14.8, Tenant shall have the right, without Landlord's consent and without the payment be relieved of the Transfer Premium, but upon prior written notice to Landlord, to sublease, license or let or otherwise permit occupancy of, up to an aggregate of 28,500 square feet of the Premises (or 57,000 square feet of the Premises its obligations under this Lease to the extent the Expansion Space is added same become the TCCs of such Affiliate pursuant to the Premises) to individuals, clients, agents such assignment or independent contractors (each a "BUSINESS AFFILIATE") which sublease, license or occupancy agreement, as the case may be, to a Business Affiliate shall be on and subject to all of the following conditions: (i) Tenant shall either have a business relationship (relating to the primary business of Tenant conducted in the Premises) with each such Business Affiliate or Tenant shall have at least a ten percent (10%) voting or equity interest in such Business Affiliate; (ii) all such Business Affiliates shall be of a character and reputation consistent with the quality of the Building; and (iii) such Business Affiliates shall use the Premises in conformity with the all applicable provisions of this Lease. No such sublease, license or occupancy agreement, as the case may be, shall relieve Tenant from any liability under this Lease.