Common use of Notice and Procedure Clause in Contracts

Notice and Procedure. If at any time or from time to time during the Term, Tenant desires to Transfer all or any part of the Premises (except as set forth in Section 12.07) then at least fifteen (15) days, but not more than one hundred twenty (120) days, prior to the date when Tenant desires the Transfer to be effective (the “Transfer Date”), Tenant shall give Landlord a notice (the “Transfer Notice”) which shall set forth the name, address and business of the proposed Transferee, information (including financial statements and references) concerning the character of the proposed Transferee, a detailed description of the space proposed to be Transferred (the “Transfer Space”), any rights of the proposed Transferee to use Tenant’s improvements and the like, the Transfer Date, the proposed use for the Transfer Space, the term and the fixed rent and/or other consideration and all other material terms and conditions of the proposed Transfer, all in such detail as Landlord may reasonably require. If Landlord reasonably requests additional detail, the Transfer Notice shall not be deemed to have been received until Landlord receives such additional detail. Landlord shall have the option, exercisable by giving notice to Tenant at any time within twenty (20) days after Landlord’s receipt of the Transfer Notice (a) in the case of a Transfer (other than a sublease or transactions covered by Section 12.07), to terminate this Lease as to the Transfer Space as of the Transfer Date set forth in Landlord’s notice, in which event Tenant shall be relieved of all further obligations hereunder as to the Transfer Space as of the Transfer Date; or (b) in the case of a sublease other than as covered by Section 12.07, to sublease the Transfer Space from Tenant upon the terms and conditions set forth in the Transfer Notice. If Landlord exercises its option to sublet the Transfer Space, Tenant shall sublet the Transfer Space to Landlord upon the terms and conditions contained in the Transfer Notice; provided, however, that: (i) Landlord shall at all times under such sublease have the right and option further to sublet the Transfer Space without obtaining Tenant’s consent or sharing any of the economic consideration received by Landlord in which event Tenant shall be relieved of all further obligations hereunder as to the Transfer Space as of the date of such further sublease (but only during the term of such further sublease); (ii) the provisions of Article 8 shall not be applicable thereto; (iii) Landlord and its tenants shall have the right to use in common with Tenant all lavatories, corridors and lobbies which are within the Premises and the use of which is reasonably required for the use of the Transfer Space; (iv) Tenant shall have no right of setoff or abatement or any other right to assert a default hereunder by reason of any default by Landlord under such sublease; and (v) Landlord’s liability under such sublease shall not be deemed assumed or taken subject to by any successor to Landlord’s interest under this Lease. No failure of Landlord to exercise either option with respect to the Transfer Space shall be deemed to be Landlord’s consent to the Transfer of all or any portion of the Transfer Space. If Landlord does not exercise either option, Tenant shall be free to Transfer the Transfer Space to any entity or person upon receipt of Landlord’s prior written consent, which cannot be unreasonably withheld, conditioned, or delayed but only if Tenant’s proposed Transfer complies with the terms and provisions of this Article 12 and each of the following conditions:

Notice and Procedure. If at any time or from time to time during the Term, Tenant desires to Transfer assign this Lease or sublease all or any part of the Premises (except as set forth in Section 12.07) then Premises, at least fifteen thirty (1530) days, but not more than one hundred twenty (120) days, days prior to the date when on which Tenant desires the Transfer assignment or sublease to be effective (the “Transfer Date”), Tenant shall give written notice to Landlord a notice (the “Transfer Notice”) which shall set setting forth the name, address terms and business provisions of the proposed Transfereeassignment or sublease, information (including financial statements and references) concerning the character identity of the proposed Transferee, a detailed description of assignee or subtenant and the space proposed to be Transferred assigned or subleased (the “Transfer Subject Space”). Tenant shall promptly supply Landlord with such information concerning the business background and financial condition of such proposed assignee or subtenant, any rights of and such additional information concerning the proposed Transferee to use Tenant’s improvements and the likeassignment or sublease, the Transfer Date, the proposed use for the Transfer Space, the term and the fixed rent and/or other consideration and all other material terms and conditions of the proposed Transfer, all in such detail as Landlord may reasonably require. If Landlord reasonably requests additional detailrequest, the Transfer Notice and Tenant’s notice shall not be deemed to have been received given until Landlord receives such additional detailinformation. Landlord shall have the option, exercisable by giving notice given to Tenant at any time within twenty fourteen (2014) days after Landlord’s receipt of the Transfer Notice Tenant's notice and receipt of applicable additional information, (a) in the case of a Transfer (other than a sublease an assignment or transactions covered by Section 12.07)sublease, to terminate this Lease as to the Transfer Space as of the Transfer Date set forth in Landlord’s notice, in which event Tenant shall be relieved of all further obligations hereunder as to the Transfer Subject Space as of the Transfer Date; or , (b) in the case of a sublease other than as covered by Section 12.07sublease, to sublease the Transfer Subject Space from Tenant upon the terms and conditions set forth in the Transfer Notice. If Landlord exercises its option to sublet the Transfer Space, Tenant shall sublet the Transfer Space to Landlord upon the terms and conditions contained in the Transfer Notice; provided, however, that: (i) Landlord shall at all times under such sublease have the right and option further to sublet the Transfer Space without obtaining Tenant’s consent or sharing any of the economic consideration received by Landlord in which event Tenant shall be relieved of all further obligations hereunder as to the Transfer Space as of the date of such further sublease (but only during the term of such further sublease); (ii) the provisions of Article 8 shall not be applicable thereto; (iii) Landlord and its tenants shall have the right to use in common with Tenant all lavatories, corridors and lobbies which are within the Premises and the use of which is reasonably required for the use of the Transfer Space; (iv) Tenant shall have no right of setoff or abatement or any other right to assert a default hereunder by reason of any default by Landlord under such sublease; and (v) Landlord’s liability under such sublease shall not be deemed assumed or taken subject to by any successor to Landlord’s interest under this Lease. No failure of Landlord to exercise either option with respect to the Transfer Space shall be deemed to be Landlord’s consent to the Transfer of all or any portion of the Transfer Space. If Landlord does not exercise either option, Tenant shall be free to Transfer the Transfer Space to any entity or person upon receipt of Landlord’s prior written consent, which cannot be unreasonably withheld, conditioned, or delayed but only if Tenant’s proposed Transfer complies with on the terms and provisions set forth in Tenant’s notice, or (c) consent or decline to consent to the proposed assignment or sublease in accordance with the provisions of this Article 12 and each of the following conditions:16.

Notice and Procedure. If at any time or from time to time during the Term, Tenant desires to Transfer assign this Lease or sublease all or any part of the Premises (except as set forth in Section 12.07) then Premises, at least fifteen thirty (1530) days, but not more than one hundred twenty (120) days, days prior to the date when on which Tenant desires the Transfer assignment or sublease to be effective (the “"Transfer Date”"), Tenant shall give written notice to Landlord a notice (the “Transfer Notice”) which shall set setting forth the name, address terms and business provisions of the proposed Transfereeassignment or sublease, information (including financial statements and references) concerning the character identity of the proposed Transferee, a detailed description of assignee or subtenant and the space proposed to be Transferred assigned or subleased ("Subject Space"). Tenant shall promptly supply Landlord with such information concerning the “Transfer Space”)business background and financial condition of such proposed assignee or subtenant, any rights of and such additional information concerning the proposed Transferee to use Tenant’s improvements and the likeassignment or sublease, the Transfer Date, the proposed use for the Transfer Space, the term and the fixed rent and/or other consideration and all other material terms and conditions of the proposed Transfer, all in such detail as Landlord may reasonably require. If Landlord reasonably requests additional detailrequest, the Transfer Notice and Tenant's notice shall not be deemed to have been received given until Landlord receives such additional detailinformation. Landlord shall have the option, exercisable by giving notice given to Tenant at any time within twenty thirty (2030) days after Landlord’s 's receipt of the Transfer Notice Tenant's notice (a) in the case of a Transfer (other than a sublease an assignment or transactions covered by Section 12.07)sublease, to terminate this Lease as to the Transfer Space as of the Transfer Date set forth in Landlord’s notice, in which event Tenant shall be relieved of all further obligations hereunder as to the Transfer Subject Space as of the Transfer Date; or , (b) in the case of a sublease other than as covered by Section 12.07sublease, to sublease the Transfer Subject Space from Tenant upon the terms and conditions set forth in the Transfer Notice. If Landlord exercises its option to sublet the Transfer Space, Tenant shall sublet the Transfer Space to Landlord upon the terms and conditions contained in the Transfer Notice; provided, however, that: (i) Landlord shall at all times under such sublease have the right and option further to sublet the Transfer Space without obtaining Tenant’s consent or sharing any of the economic consideration received by Landlord in which event Tenant shall be relieved of all further obligations hereunder as to the Transfer Space as of the date of such further sublease (but only during the term of such further sublease); (ii) the provisions of Article 8 shall not be applicable thereto; (iii) Landlord and its tenants shall have the right to use in common with Tenant all lavatories, corridors and lobbies which are within the Premises and the use of which is reasonably required for the use of the Transfer Space; (iv) Tenant shall have no right of setoff or abatement or any other right to assert a default hereunder by reason of any default by Landlord under such sublease; and (v) Landlord’s liability under such sublease shall not be deemed assumed or taken subject to by any successor to Landlord’s interest under this Lease. No failure of Landlord to exercise either option with respect to the Transfer Space shall be deemed to be Landlord’s consent to the Transfer of all or any portion of the Transfer Space. If Landlord does not exercise either option, Tenant shall be free to Transfer the Transfer Space to any entity or person upon receipt of Landlord’s prior written consent, which cannot be unreasonably withheld, conditioned, or delayed but only if Tenant’s proposed Transfer complies with on the terms and provisions set forth in Tenant's notice, or (c) consent or decline to consent to the proposed assignment or sublease in accordance with the provisions of this Article 12 and each of the following conditions:16.

Notice and Procedure. If Notwithstanding anything above to the contrary, if at any time or from time to time during the Term, Term Tenant desires to Transfer assign or sublet all or any part of the Premises (except as set forth in Section 12.07) Premises, then at least fifteen thirty (1530) days, but not more than one hundred twenty (120) days, prior to the date when Tenant desires the Transfer assignment or subletting to be effective (the “"Transfer Date”"), Tenant shall give Landlord a notice (the “Transfer "Notice”") which shall set forth the name, address and business of the proposed Transfereeassignee or sublessee, information (including financial statements and references) concerning the character of the proposed Transfereeassignee or sublessee, a detailed description of the space proposed to be Transferred assigned or sublet, which must be a single, self-contained unit (the “Transfer "Space”"), any rights of the proposed Transferee assignee or sublessee to use Tenant’s 's improvements and the like, the Transfer Date, the proposed use for the Transfer Space, the term and the fixed rent and/or other consideration consideration, and all other material terms and conditions of the proposed Transferassignment or subletting, all in such detail as Landlord may reasonably require. If Landlord reasonably requests additional detail, the Transfer Notice shall not be deemed to have been received until Landlord receives such additional detail. Landlord shall have the option, exercisable by giving notice to Tenant at any time within twenty (20) days after Landlord’s 's receipt of the Transfer Notice Notice, (a1) in the case of a Transfer (other than a sublease an assignment or transactions covered by Section 12.07)sublease, to terminate this Lease as to the Transfer Space as of the Transfer Date date (the "Termination Date") set forth in Landlord’s 's notice, in which event Tenant shall be relieved of all further obligations hereunder as to the Transfer Space as of the Transfer Termination Date; or (b2) in the case of a sublease other than as covered by Section 12.07sublease, to sublease the Transfer Space from Tenant upon the terms and conditions set forth in the Transfer Notice, except that the rent shall be the lower of the per square foot monthly Basic Rent and Additional Rent described in Articles 4 and 6 payable under this Lease for the Space, or that part of the rent and other consideration set forth in the Notice which is applicable to the Space. If Landlord exercises its option to sublet the Transfer Space, Tenant shall sublet the Transfer Space to Landlord upon the terms and conditions contained in the Transfer Notice; provided, however, that: (i) Landlord shall at all times under such sublease have the right and option further to sublet the Transfer Space without obtaining Tenant’s 's consent or sharing any of the economic consideration received by Landlord in which event Tenant shall be relieved of all further obligations hereunder as to the Transfer Space as of the date of such further sublease (but only during the term of such further sublease)Landlord; (ii) the provisions of Article 8 9 shall not be applicable thereto; (iii) Landlord and its tenants subtenants shall have the right to use in common with Tenant all lavatories, corridors and lobbies which are within the Premises and the use of which is reasonably required for the use of the Transfer Space; (iv) Tenant shall have no right of setoff or abatement or any other right to assert a default hereunder by reason of any default by Landlord under such sublease; and (v) Landlord’s 's liability under such sublease shall not be deemed assumed or taken subject to by any successor to Landlord’s 's interest under this Lease. No failure of Landlord to exercise either option with respect to the Transfer Space shall be deemed to be Landlord’s 's consent to the Transfer assignment or subletting of all or any portion of the Transfer Space. If Landlord does not exercise either option, Tenant shall be free to Transfer assign or sublet the Transfer Space space to any entity or person upon receipt of Landlord’s prior written 's consent, which cannot be unreasonably withheld, conditioned, or delayed but only if Tenant’s 's proposed Transfer complies assignment or sublease complied with the terms and provisions of this Article 12 and each of the following conditions:

Notice and Procedure. If at any time or from time to time during the Term, Tenant desires to Transfer assign or sublet all or any part of the Premises (except as set forth in Section 12.07) Premises, then at least fifteen thirty (1530) days, but not more than one hundred twenty (120) days, prior to the date when Tenant desires the Transfer assignment or subletting to be effective (the “"Transfer Date”"), Tenant shall give Landlord a notice (the “"Transfer Notice”") which shall set forth the name, address and business of the proposed Transfereeassignee or sublessee, information (including financial statements and references) concerning the character of the proposed Transfereeassignee or sublessee, a detailed description of the space proposed to be Transferred assigned or sublet, which must be a single, self-contained unit of not less than 1,000 rentable square feet (the “Transfer "Space”"), any rights of the proposed Transferee assignee or sublessee to use Tenant’s 's improvements and the like, the Transfer Date, the proposed use for the Transfer Space, the term and the fixed rent and/or other consideration and all other material terms and conditions of the proposed Transferassignment or subletting, all in such detail as Landlord may reasonably require. If Landlord reasonably requests additional detail, the Transfer Notice shall not be deemed to have been received until Landlord receives such additional detail. Landlord shall have the option, exercisable by giving notice to Tenant at any time within twenty (20) days after Landlord’s 's receipt of the Transfer Notice (a) Notice, in the case of a Transfer (other than a sublease an assignment or transactions covered by Section 12.07)sublease, to terminate this Lease as to the Transfer Space as of the Transfer Date date (the "Termination Date") set forth in Landlord’s 's notice, in which event Tenant shall be relieved of all further obligations hereunder as to the Transfer Space as of the Transfer Termination Date; or (b) in the case of a sublease other than as covered by Section 12.07, to sublease the Transfer Space from Tenant upon the terms and conditions set forth in the Transfer Notice. If Landlord exercises its option to sublet the Transfer Space, Tenant shall sublet the Transfer Space to Landlord upon the terms and conditions contained in the Transfer Notice; provided, however, that: (i) Landlord shall at all times under such sublease have the right and option further to sublet the Transfer Space without obtaining Tenant’s consent or sharing any of the economic consideration received by Landlord in which event Tenant shall be relieved of all further obligations hereunder as to the Transfer Space as of the date of such further sublease (but only during the term of such further sublease); (ii) the provisions of Article 8 shall not be applicable thereto; (iii) Landlord and its tenants shall have the right to use in common with Tenant all lavatories, corridors and lobbies which are within the Premises and the use of which is reasonably required for the use of the Transfer Space; (iv) Tenant shall have no right of setoff or abatement or any other right to assert a default hereunder by reason of any default by Landlord under such sublease; and (v) Landlord’s liability under such sublease shall not be deemed assumed or taken subject to by any successor to Landlord’s interest under this Lease. No failure of Landlord to exercise either such option with respect to the Transfer Space shall be deemed to be Landlord’s 's consent to the Transfer assignment or subletting of all or any portion of the Transfer Space. If Landlord does not exercise either such option, Tenant shall be free to Transfer assign or sublet the Transfer Space to any entity or person upon receipt of Landlord’s 's prior written consent, which cannot be unreasonably withheld, conditioned, or delayed but only if Tenant’s 's proposed Transfer assignment or sublease complies with the terms and provisions of this Article 12 XII and each of the following conditions:

Notice and Procedure. If at any time or from time to time during the Term, Tenant desires to Transfer assign this Lease or sublease all or any part of the Premises (except as set forth in Section 12.07) then Premises, at least fifteen thirty (1530) days, but not more than one hundred twenty (120) days, days prior to the date when on which Tenant desires the Transfer assignment or sublease to be effective (the “Transfer Date”), Tenant shall give written notice to Landlord a notice (the “Transfer Notice”) which shall set setting forth the name, address terms and business provisions of the proposed Transfereeassignment or sublease, information (including financial statements and references) concerning the character identity of the proposed Transferee, a detailed description of assignee or subtenant and the space proposed to be Transferred assigned or subleased (the “Transfer Subject Space”). Tenant shall promptly supply Landlord with such information concerning the business background and financial condition of such proposed assignee or subtenant, any rights of and such additional information concerning the proposed Transferee to use Tenant’s improvements and the likeassignment or sublease, the Transfer Date, the proposed use for the Transfer Space, the term and the fixed rent and/or other consideration and all other material terms and conditions of the proposed Transfer, all in such detail as Landlord may reasonably require. If Landlord reasonably requests additional detailrequest, the Transfer Notice and Tenant’s notice shall not be deemed to have been received given until Landlord receives such additional detailinformation. Landlord shall have the option, exercisable by giving notice given to Tenant at any time within twenty thirty (2030) days after Landlord’s receipt of the Transfer Notice Tenant’s notice (a) in the case of a Transfer (other than a sublease an assignment or transactions covered by Section 12.07)sublease, to terminate this Lease as to the Transfer Space as of the Transfer Date set forth in Landlord’s notice, in which event Tenant shall be relieved of all further obligations hereunder as to the Transfer Subject Space as of the Transfer Date; or , (b) in the case of a sublease other than as covered by Section 12.07sublease, to sublease the Transfer Subject Space from Tenant upon the terms and conditions set forth in the Transfer Notice. If Landlord exercises its option to sublet the Transfer Space, Tenant shall sublet the Transfer Space to Landlord upon the terms and conditions contained in the Transfer Notice; provided, however, that: (i) Landlord shall at all times under such sublease have the right and option further to sublet the Transfer Space without obtaining Tenant’s consent or sharing any of the economic consideration received by Landlord in which event Tenant shall be relieved of all further obligations hereunder as to the Transfer Space as of the date of such further sublease (but only during the term of such further sublease); (ii) the provisions of Article 8 shall not be applicable thereto; (iii) Landlord and its tenants shall have the right to use in common with Tenant all lavatories, corridors and lobbies which are within the Premises and the use of which is reasonably required for the use of the Transfer Space; (iv) Tenant shall have no right of setoff or abatement or any other right to assert a default hereunder by reason of any default by Landlord under such sublease; and (v) Landlord’s liability under such sublease shall not be deemed assumed or taken subject to by any successor to Landlord’s interest under this Lease. No failure of Landlord to exercise either option with respect to the Transfer Space shall be deemed to be Landlord’s consent to the Transfer of all or any portion of the Transfer Space. If Landlord does not exercise either option, Tenant shall be free to Transfer the Transfer Space to any entity or person upon receipt of Landlord’s prior written consent, which cannot be unreasonably withheld, conditioned, or delayed but only if Tenant’s proposed Transfer complies with on the terms and provisions set forth in Tenant’s notice, or (c) consent or decline to consent to the proposed assignment or sublease in accordance with the provisions of this Article 12 and each of the following conditions:16.