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 150 and 5031, 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 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 requested by Landlord regarding such assignment or sublease or such Affiliate; and (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 to the extent the same become the TCCs of such Affiliate pursuant to such assignment or sublease.

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 150 and 5031, 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 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 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 (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 to the extent the same become the TCCs of such Affiliate pursuant to such assignment or sublease.

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 150 and 5031, shall not be deemed a Transfer under this Article 1414 (and shall not entitle Landlord to any Transfer Premium), ---------- provided that at least thirty ten (3010) 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, evidence that any such entity maintains a tangible net worth, calculated in accordance with generally accepted accounting principles, consistently applied ("NET WORTH"“Net Worth”), equal sufficient to or greater than meet the Net Worth of Tenant either immediately prior to obligations under 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 requested by Landlord regarding such assignment or sublease or such Affiliate; and (iii) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease. In the event an ; (iv) any such assignment or sublease shall be subject and subordinate to an Affiliate is made pursuant all of the terms and provisions of this Lease, and such assignee, if applicable, shall assume, in a written document delivered to Landlord upon or prior to the TCCs effective date of this Section 14.8such assignment, all the obligations of Tenant shall be ------------ relieved of its obligations under this Lease to arising after the extent the same become the TCCs effective date of such Affiliate pursuant 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 such assignment or subleasebe 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 (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 150 and 5031, shall not be deemed a Transfer under this Article 14, ---------- provided that at least thirty fifteen (3015) days prior to such assignment or sublease (ia) Tenant provides Landlord with reasonable evidence, including a certified audit opinion 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 an independent certified public accountant with a regional or national reputationeach of their knowledge (without any duty to audit), that any such transferee entity maintains a net worth, calculated in accordance with generally accepted accounting principles, consistently applied ("NET WORTHNet 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; (iib) 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 (iiic) 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 to the extent the same become the TCCs of such Affiliate pursuant to such assignment or sublease.

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 1414 (and shall not entitle Landlord to any Transfer Premium), ---------- provided that at least thirty five (305) 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 the event an assignment or sublease to an Affiliate is made pursuant addition, Landlord acknowledges and agrees that notwithstanding anything to the TCCs of this Section 14.8contrary contained in the Lease, Tenant shall be ------------ relieved have the right, without Landlord's consent and without the payment of its obligations under this Lease 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 same become Expansion Space is added to the TCCs 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 pursuant to or Tenant shall have at least a ten percent (10%) voting or equity interest in such assignment 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 subleaseoccupancy 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 150 and 5031, 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 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 principlesprincipals, 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$20,000,000.00; (ii) 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 (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 terms and conditions of this Section 14.8, Tenant shall be ------------ relieved of its obligations under this Lease to the extent the same become the TCCs 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 the benefit of any demising walls or other material barriers between its occupied space and the space occupied by Tenant, up to 25,000 rentable square feet of the Premises; provided that Tenant actually occupies at least seventy-five percent (75%) of each floor of the Premises which is also occupied by such entity.