Common use of Non-Transfers Clause in Contracts

Non-Transfers. Notwithstanding the foregoing provisions of this Article 10 to the contrary, Tenant may, without Landlord’s approval or consent (i) assign this Lease in its entirety (or sublease all or any portion of the Premises) to any Affiliate of Tenant (as defined below), and/or (ii) enter into any of the transactions deemed an “assignment” pursuant to the provisions of Section 10.5 above (which is other than the dissolution of the partnership without immediate reconstitution thereof described in Section 10.5(i) above) with any such Affiliate, subject to the following conditions: (A) such assignment or sublease is not a subterfuge by Tenant, and such Affiliate was not created, to avoid Tenant’s obligations under this Lease or this Article 10; (B) the Affiliate shall have assets sufficient, in Landlord’s reasonable discretion, to meet (or provide Landlord with a letter of credit or other credit enhancements sufficient to secure) the Affiliate’s obligations under the applicable assignment or sublease immediately after the effective date of the assignment or sublease, and shall continue to use the Premises for the permitted use set forth in this Lease; (C) any such assignment or sublease shall be subject and subordinate to all of the terms and provisions of this Lease, and any assignee under an assignment of this Lease (which for purposes hereof excludes any entity in a transaction involving only the transfer of T▇▇▇▇▇’s ownership interests so long as Tenant remains in existence after such transfer) shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord prior to the effective date of such assignment, all the obligations of Tenant under this Lease, and (D) such assignment or sublease shall not relieve Tenant from any of its obligations under this Lease. As used herein, an “Affiliate” shall mean: (l) any entity resulting from a merger or consolidation of Tenant; (2) any entity succeeding to the business and assets of Tenant; or (3) any majority-owned or majority-controlled subsidiary or affiliate of Tenant. Under no circumstances shall any assignment or sublease to an Affiliate pursuant to the provisions of this Section 10.6 be subject to Landlord’s right to receive any Transfer Premium or recapture the Premises pursuant to Sections 10.2 and 10.3 above.

Non-Transfers. Notwithstanding the foregoing provisions of this Article 10 anything to the contrarycontrary contained in this Paragraph, Tenant may, without Landlord’s approval or consent neither (i) assign this Lease in its entirety (an assignment or sublease subletting of all or any a portion of the PremisesPremises (A) to any Affiliate an entity which is controlled by, controls or is under common control with Tenant (or a valid assignee of this Lease), or (B) to a purchaser of all or substantially all of the assets of Tenant or of an entity which is controlled by, controls or is under common control with Tenant (as defined belowor a valid assignee of this Lease), and/or nor (ii) enter into any a transfer, by operation of law or otherwise, in connection with the transactions deemed merger, consolidation or other reorganization of Tenant or of an “assignment” pursuant to the provisions of Section 10.5 above (entity which is other than the dissolution controlled by, controls or is under common control with Tenant (or a valid assignee of the partnership without immediate reconstitution thereof described in Section 10.5(i) above) with any such Affiliatethis Lease), shall be subject to the following conditions: Landlord's consent or Tenant's payment of Bonus Rent (Acollectively, such entities, purchasers, and parties shall be referred to herein collectively or individually as an "AFFILIATE"), provided that at least five (5) business days prior to such assignment or sublease (a) 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 (b) such assignment or sublease is not a subterfuge by Tenant, and such Affiliate was not created, Tenant to avoid Tenant’s obligations under this Lease or this Article 10; (B) the Affiliate shall have assets sufficient, in Landlord’s reasonable discretion, to meet (or provide Landlord with a letter of credit or other credit enhancements sufficient to secure) the Affiliate’s obligations under the applicable assignment or sublease immediately after the effective date of the assignment or sublease, and shall continue to use the Premises for the permitted use set forth in this Lease; (C) any such assignment or sublease shall be subject and subordinate to all of the terms and provisions of this Lease, and any assignee under an assignment of this Lease (which for purposes hereof excludes any entity in a transaction involving only the transfer of T▇▇▇▇▇’s ownership interests so long as Tenant remains in existence after such transfer) shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord prior to the effective date of such assignment, all the obligations of Tenant under this Lease, and (D) such assignment or sublease shall not relieve Tenant from any of its obligations under this Lease. As used hereinNo such assignment, an “Affiliate” sublease or other transfer under this Paragraph 9.3 shall mean: (l) relieve Tenant from any entity resulting from a merger or consolidation of Tenant; (2) any entity succeeding to the business and assets of Tenant; or (3) any majority-owned or majority-controlled subsidiary or affiliate of Tenantliability under this Lease. Under no circumstances shall any assignment or sublease to an Affiliate pursuant to the provisions For purposes of this Section 10.6 be subject Lease, "control" shall mean the possession, direct or indirect, of the power to Landlord’s right to receive direct or cause the direction of the management and policies of a person or entity, or majority ownership of any Transfer Premium or recapture sort, whether through the Premises pursuant to Sections 10.2 and 10.3 aboveownership of voting securities, by contractor otherwise.

Non-Transfers. Notwithstanding anything to the foregoing provisions contrary contained in ------------- this Article 14, an assignment of this Article 10 to the contrary, Tenant may, without Landlord’s approval Lease or consent (i) assign this Lease in its entirety (or sublease subletting of all or any a portion of the PremisesPremises to an entity (an "Affiliate") to which is controlled by, controls, or is under common control with, Tenant or Tenant's parent or any Affiliate subsidiary of Tenant (as defined below)or Tenant's parent, and/or (ii) enter into or to a resulting entity from a merger or consolidation of Tenant with another entity, shall not be deemed a Transfer under this Article 14, and Landlord's consent shall not be required in connection therewith, provided that Tenant notifies Landlord of any of the transactions deemed an “assignment” pursuant to the provisions of Section 10.5 above (which is other than the dissolution of the partnership without immediate reconstitution thereof described in Section 10.5(i) above) such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such Affiliateassignment or sublease or such Affiliate or resulting entity, subject to the following conditions: (A) and further provided that such assignment or sublease is not a subterfuge by Tenant, and such Affiliate was not created, Tenant to avoid Tenant’s its obligations under this Lease or this Article 10; (B) the Affiliate shall have assets sufficient, in Landlord’s reasonable discretion, to meet (or provide Landlord with a letter of credit or other credit enhancements sufficient to secure) the Affiliate’s obligations under the applicable assignment or sublease immediately after the effective date of the assignment or sublease, and shall continue to use the Premises for the permitted use set forth in this Lease; (C) any such assignment or sublease shall be subject and subordinate to all of the terms and provisions of this Lease, and any assignee under an assignment of this Lease (which for purposes hereof excludes any entity in a transaction involving only the transfer of T▇▇▇▇▇’s ownership interests so long as Tenant remains in existence after such transfer) shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord prior to the effective date of such assignment, all the obligations of Tenant under this Lease, and (D) such assignment or sublease shall not no way relieve Tenant from any of its obligations liability under this Lease. "Control," as used in this Section 14.5, shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. As used hereinin this Section 14.5, an “"Affiliate” " shall mean: (l) also include any entity resulting which is subleasing from Tenant less than 12,000 square feet of rentable area of the Premises and on a merger consolidated basis no more than 36,000 square feet and with respect to which no demising wall is to be erected, and with the only identification of such subtenant appearing on the door or consolidation of Tenant; (2) any entity succeeding doors to the business and assets offices, if any, in that portion or portions of Tenant; or (3) any majority-owned or majority-controlled subsidiary or affiliate of Tenant. Under no circumstances shall any assignment or sublease to an Affiliate pursuant to the provisions of this Section 10.6 be subject to Landlord’s right to receive any Transfer Premium or recapture the Premises pursuant to Sections 10.2 and 10.3 abovebeing occupied by such sublessee.

Non-Transfers. Notwithstanding anything to the foregoing provisions contrary contained in ------------- this Article 14, an assignment of this Article 10 to the contrary, Tenant may, without Landlord’s approval Lease or consent (i) assign this Lease in its entirety (or sublease subletting of all or any a portion of the PremisesPremises to an entity (an "Affiliate") to which is controlled by, controls, or is under common control with, Tenant or Tenant's parent or any Affiliate subsidiary of Tenant (as defined below)or Tenant's parent, and/or (ii) enter into or to a resulting entity from a merger or consolidation of Tenant with another entity, shall not be deemed a Transfer under this Article 14, and Landlord's consent shall not be required in connection therewith, provided that Tenant notifies Landlord of any of the transactions deemed an “assignment” pursuant to the provisions of Section 10.5 above (which is other than the dissolution of the partnership without immediate reconstitution thereof described in Section 10.5(i) above) such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such Affiliateassignment or sublease or such Affiliate or resulting entity, subject to the following conditions: (A) and further provided that such assignment or sublease is not a subterfuge by Tenant, and such Affiliate was not created, Tenant to avoid Tenant’s its obligations under this Lease or this Article 10; (B) the Affiliate shall have assets sufficient, in Landlord’s reasonable discretion, to meet (or provide Landlord with a letter of credit or other credit enhancements sufficient to secure) the Affiliate’s obligations under the applicable assignment or sublease immediately after the effective date of the assignment or sublease, and shall continue to use the Premises for the permitted use set forth in this Lease; (C) any such assignment or sublease shall be subject and subordinate to all of the terms and provisions of this Lease, and any assignee under an assignment of this Lease (which for purposes hereof excludes any entity in a transaction involving only the transfer of T▇▇▇▇▇’s ownership interests so long as Tenant remains in existence after such transfer) shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord prior to the effective date of such assignment, all the obligations of Tenant under this Lease, and (D) such assignment or sublease shall not no way relieve Tenant from any of its obligations liability under this Lease. "Control," as used in this Section 14.5, shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. As used hereinin this Section 14.5, an “"Affiliate” " shall mean: (l) also include any entity resulting which is subleasing from a merger Tenant less than 6,000 square feet of rentable area of the Premises and with respect to which no demising wall is to be erected, and with the only identification of such subtenant appearing on the door or consolidation of Tenant; (2) any entity succeeding doors to the business and assets offices, if any, in that portion or portions of Tenant; or (3) any majority-owned or majority-controlled subsidiary or affiliate of Tenant. Under no circumstances shall any assignment or sublease to an Affiliate pursuant to the provisions of this Section 10.6 be subject to Landlord’s right to receive any Transfer Premium or recapture the Premises pursuant to Sections 10.2 and 10.3 abovebeing occupied by such sublessee.

Non-Transfers. Notwithstanding anything to the foregoing provisions contrary contained in Article 14 of this Article 10 to Lease, an assignment or subletting by Tenant of all or a portion of the contraryPremises or this Lease to, Tenant mayor the use of all or a portion of the Premises by, without Landlord’s approval or consent (i) assign this Lease in its entirety (a parent or sublease all subsidiary of Tenant, or any portion of the Premises) to any Affiliate of Tenant (as defined below), and/or (ii) enter into any of the transactions deemed an “assignment” pursuant to the provisions of Section 10.5 above person or entity which controls, is controlled by or under common control with Tenant (which is other than the dissolution of the partnership without immediate reconstitution thereof all such persons or entities described in Section 10.5(i(i) aboveand (ii) with being sometimes hereinafter referred to as "Affiliates"), shall not require Landlord's consent and shall not be deemed a Transfer under Article 14 of this Lease, provided that (a) any such AffiliateAffiliate was not formed as a subterfuge to avoid the obligations of Article 14 of this Lease, subject to the following conditions: (Ab) Tenant gives Landlord at least ten (10) days' prior notice of any such assignment or sublease is not a subterfuge by Tenantto an Affiliate, and such Affiliate was not created, to avoid Tenant’s obligations under this Lease or this Article 10; (B) the Affiliate shall have assets sufficient, in Landlord’s reasonable discretion, to meet (or provide Landlord with a letter of credit or other credit enhancements sufficient to secure) the Affiliate’s obligations under the applicable assignment or sublease immediately after the effective date of the assignment or sublease, and shall continue to use the Premises for the permitted use set forth in this Lease; (Cc) any such assignment or sublease or use shall be subject and subordinate to all of the terms and provisions of this Lease, and any assignee under an assignment of this Lease (which for purposes hereof excludes any entity in a transaction involving only the transfer of T▇▇▇▇▇’s ownership interests so long as Tenant remains in existence after such transfer) Affiliate shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or prior to the effective date of such assignmentassignment or sublease or other use, all the obligations of Tenant under this Lease, and (D) Lease with respect to the portion of the Premises which is the subject of such assignment or sublease or other use (other than the amount of Base Rent payable by Tenant with respect to a sublease), and (d) Tenant shall not relieve remain fully liable for all obligations to be performed by Tenant from any of its obligations under this Lease. As used herein, an “Affiliate” shall mean: (l) any entity resulting from a merger or consolidation of Tenant; (2) any entity succeeding to the business and assets of Tenant; or (3) any majority-owned or majority-controlled subsidiary or affiliate of Tenant. Under no circumstances shall any assignment or sublease to an Affiliate pursuant to the provisions of this Section 10.6 be subject to Landlord’s right to receive any Transfer Premium or recapture the Premises pursuant to Sections 10.2 and 10.3 above.