Common use of Permitted Assignment Clause in Contracts

Permitted Assignment. This Agreement shall not be assignable by Seller without the prior written consent of Purchaser, except that this Agreement (a) may be assigned by Seller without the requirement for such consent (but with notice to Purchaser) (i) to any Lender from time to time providing financing to Seller or its affiliate with respect to all or any portion of the Project or (iii) to any Lender or its designee in connection with a foreclosure or other exercise of remedies, and (b) unless otherwise waived by Purchaser, shall be assigned in whole or in part by Seller without the requirement for such consent (but with notice to Purchaser) in the event of a sale by Seller of all or a portion of Seller's interest in the Facility, with the purchaser of Seller's interest in the Facility assuming Seller's obligations under this Agreement in the same percentage as the portion of Seller's interest being transferred bears to Seller's entire interest in the Facility. This Agreement shall not be assignable by Purchaser without the prior written consent of Seller, provided, however, that Purchaser may assign this Agreement to another Customer without the requirement for such consent (but with notice to Seller) so long as such Customer has not experienced a Material Adverse Change under its PPA. Any such transferee, assignee or purchaser (other than a Lender through collateral assignment in connection with a lease or other financing transaction permitted under Section 6.2.8 of the Ownership Agreement) shall confirm its willingness to accept all of the assigning Party's obligations under this Agreement by writing reasonably acceptable to the non-assigning Party. Any such assignee, transferee or purchaser (other than a Lender through collateral assignment in connection with a lease or other financing transaction permitted under Section 6.2.8 of the Ownership Agreement) must be sufficiently creditworthy and otherwise capable of performing all of the assigning Party's obligations under this Agreement. No assignment or transfer of this Agreement by a Party shall be permitted during any period in which an Event of Default of such Party shall have occurred and be continuing and not cured, unless the other Party shall agree. No assignment of this Agreement shall relieve the assigning Party of any of its obligations under this Agreement, except that the assignor shall be released from its obligations under this Agreement at such time as all future obligations of the assignor hereunder shall have been assumed by the assignee in a written agreement delivered to the other Party. Any assignment that does not comply with the provisions of this Section 17 shall be null and void.

Permitted Assignment. This Neither Party may assign and/or encumber this Agreement shall not be assignable by Seller or assets related hereto without the prior written consent of Purchaser, except that this Agreement (a) may be assigned by Seller without the requirement for such consent (but with notice to Purchaser) other Party. Notwithstanding the foregoing, (i) Ferring may assign its rights and obligations under this Agreement without the consent of Newco to any Lender from time to time providing financing to Seller or of its affiliate with respect to all or any portion respective Affiliates, provided that such Affiliate shall be responsible for the performance of this Agreement by such Affiliate, and (ii) either Party may assign its rights and obligations under this Agreement without the consent of the Project other Party as incident to the merger, consolidation, arrangement, amalgamation, reorganization or acquisition of stock or assets (iiieither financial assets or intellectual property assets) affecting substantially all of its assets to any Lender which this Agreement relates or its designee voting control of the assigning Party, provided that that the acquiring party agrees to be bound by the terms of this Agreement and that such assignment in connection with a foreclosure or other exercise the case of remedies, and (b) unless otherwise waived by Purchaser, Newco shall be assigned duly authorized in whole or in part by Seller without accordance with the requirement for such consent (but with notice to Purchaser) provisions of the Unanimous Shareholders Agreement. For the avoidance of doubt, in the event of a sale by Seller an assignment of all or a portion of Seller's interest in the Facility, with the purchaser of Seller's interest in the Facility assuming Seller's obligations under this Agreement in as permitted by this Section 8.02(ii), the same percentage as the portion of Seller's interest being transferred bears to Seller's entire interest in the Facility. This Agreement assignment shall not only be assignable by Purchaser without the prior written consent of Seller, provided, however, that Purchaser may assign this Agreement to another Customer without the requirement for such consent (but with notice to Seller) so long as such Customer has not experienced a Material Adverse Change under its PPA. Any such transferee, assignee or purchaser (other than a Lender through collateral assignment in connection with a lease or other financing transaction permitted under Section 6.2.8 of the Ownership Agreement) shall confirm its willingness to accept all of deemed valid where the assigning Party's obligations under this Agreement Party has ensured that the assignee acquiring party has agreed in writing by writing reasonably acceptable means of formal assignment or, where appropriate, by novation to the non-assigning Party. Any such assignee, transferee or purchaser (other than a Lender through collateral assignment in connection with a lease or other financing transaction permitted under Section 6.2.8 Party that it will be bound by the terms of the Ownership Agreement) must be sufficiently creditworthy this Agreement and otherwise capable of performing assume to all of obligations hereunder previously assumed to by the assigning Party's obligations under this Agreement. No assignment or transfer Solely where such unencumbered undertaking has been duly made in favor of this Agreement by a the non-assigning Party shall be permitted during any period in which an Event of Default of such Party shall have occurred and be continuing and not cured, unless the other Party shall agree. No assignment of this Agreement shall relieve the assigning Party be released from of any of its obligations under hereunder. Upon receipt by Ferring from such assignee acquiring party that it has fully undertaken by binding assignment or novation as the case may be to be bound by all the obligations in favour of Ferring and its Affiliates as bind Newco and its Affiliates pursuant to this Agreement, except Ferring agrees that Newco shall, upon execution of such undertaking by such assignee acquiring party, be released from all of its obligations hereunder. Notwithstanding the same the assignor shall be released from remain liable for all of its payment obligations under this Agreement at such time as all future obligations of the assignor hereunder shall have been assumed by the assignee in a written agreement delivered up to the other Party. Any assignment that does not comply with the provisions of this Section 17 shall be null and voiddate.

Permitted Assignment. This Agreement Any subletting or assignment consented to by Landlord pursuant to this Article 15 shall be subject to and conditioned upon the following: (i) at the time of any proposed subletting or assignment, Tenant shall not be assignable by Seller without the prior written consent of Purchaser, except that this Agreement (a) may be assigned by Seller without the requirement for such consent (but with notice to Purchaser) (i) to in default under any Lender from time to time providing financing to Seller or its affiliate with respect to all or any portion of the Project terms, provisions or conditions of this Lease; (ii) the sublessee or assignee shall occupy only the Leased Premises and conduct its business in accordance with the Permitted Use; (iii) to any Lender or its designee in connection with a foreclosure if the rents, charges or other exercise sums required to be paid by any such sublessee or assignee exceed the rents, charges or other sums reserved hereunder, then Tenant shall pay to Landlord monthly the entire amount of remediessuch excess, which shall be deemed additional rent; (iv) prior to occupancy, Tenant and its assignee or sublessee shall execute, acknowledge and deliver to Landlord a fully executed counterpart of a written assignment of lease or sublease, as the case may be, by the terms of which: (x) in case of an assignment, Tenant will assign to the assignee Tenant’s entire interest in this Lease, together with all prepaid rents and security deposited hereunder, and the assignee will accept said assignment and assume and agree to perform, directly for the benefit of Landlord, all of the terms, covenants and conditions of this Lease on the Tenant’s part to be performed; or (by) unless otherwise waived in case of a subletting, the sublease in all respects will be subject and subordinate to all of the terms, covenants and conditions of this Lease and the sublessee thereunder will agree to be bound by Purchaserand to perform all of the terms, shall covenants and conditions of this Lease on the Tenant’s part to be assigned in whole or in part by Seller without the requirement for such consent performed; (but with notice to Purchaserv) in the event of a sale by Seller an assignment of this Lease or subletting of all or a portion part of Seller's interest in the FacilityLeased Premises, Tenant shall, at its expense, comply with all requirements of The Americans With Disabilities Act relating to the assignee or sublessee, as the case may be, and its business; (vi) notwithstanding any such assignment or subletting under the terms of this paragraph, Tenant will not be released or discharged from any liability whatsoever under this Lease including the liability for payment of Minimum Rent, additional rent and any other sums reserved hereunder and will continue to be liable for all obligations of Tenant set forth herein with the purchaser of Seller's interest in the Facility assuming Seller's obligations under this Agreement in the same percentage force and effect as the portion of Seller's interest being transferred bears though no assignment or sublease had been made and Tenant shall confirm same to Seller's entire interest in the Facility. This Agreement Landlord; (vi) Tenant shall not be assignable by Purchaser without the prior written consent of Sellerpay to Landlord Landlord’s administrative costs, provided, however, that Purchaser may assign this Agreement to another Customer without the requirement for such consent (but with notice to Seller) so long as such Customer has not experienced a Material Adverse Change under its PPA. Any such transferee, assignee or purchaser (other than a Lender through collateral assignment overhead and attorneys’ fees in connection with a lease or other financing transaction permitted under Section 6.2.8 of the Ownership Agreement) shall confirm its willingness to accept all of the assigning Party's obligations under this Agreement by writing reasonably acceptable to the non-assigning Party. Any such assignee, transferee or purchaser (other than a Lender through collateral assignment in connection with a lease or other financing transaction permitted under Section 6.2.8 of the Ownership Agreement) must be sufficiently creditworthy and otherwise capable of performing all of the assigning Party's obligations under this Agreement. No assignment or transfer of this Agreement by a Party shall be permitted during any period in subletting, which an Event of Default of costs, overhead and fees are now estimated at Five Hundred Dollars ($500); and (viii) such Party shall have occurred and be continuing and not cured, unless the other Party shall agree. No assignment of this Agreement shall relieve the assigning Party of any of its obligations under this Agreement, except that the assignor shall be released from its obligations under this Agreement at such time conditions as all future obligations of the assignor hereunder shall have been assumed by the assignee in a written agreement delivered to the other Party. Any assignment that does not comply with the provisions of this Section 17 shall be null and voidLandlord may impose.

Permitted Assignment. This Agreement Notwithstanding the foregoing, Tenant shall not be assignable by Seller without have the right, upon 30 days’ prior written consent of Purchaser, except that this Agreement (a) may be assigned by Seller without the requirement for such consent (but with notice to Purchaser) Landlord but without obtaining Landlord’s prior written consent, to (i) to any Lender from time to time providing financing to Seller assign this Lease or its affiliate with respect to all or sublet any portion of the Project or (iii) Premises to any Lender entity controlling, controlled by, or its designee in connection under common control with Tenant (a foreclosure “Permitted Assignment”), provided that Landlord shall have the right to approve the form of any such sublease or other exercise of remediesassignment, and (bii) unless permit a business entity that is a contractor or collaborator of Tenant, or otherwise waived by Purchaserhas a business relationship with Tenant, shall be assigned in whole or in part by Seller without the requirement for such consent (but with notice to Purchaser) and is providing Tenant services in the event course of Tenant’s business operations at the Premises or is occupying the Building in furtherance of such business relationship with Tenant (a sale by Seller of all or “Collaborator”) to use a portion of Seller's interest in the Facility, with the purchaser of Seller's interest in the Facility assuming Seller's obligations under this Agreement in the same percentage as the portion of Seller's interest being transferred bears to Seller's entire interest in the Facility. This Agreement shall not be assignable by Purchaser without the prior written consent of Seller, Premises for any Permitted Use; provided, however, that Purchaser may assign this Agreement to another Customer without the requirement (A) Tenant receives no compensation for such consent Collaborator use, (b) the entity remains a Collaborator for the entire duration of such use and the entity is not indicated on the Building directory or any signage on the Premises, and (c) the entity occupies no more than 25% of the rentable area of the Premises (“Collaborator Occupancy”). Such Collaborator Occupancy shall not be deemed a sublease or assignment hereunder, nor shall it vest in any such Collaborator any right, title, or interest in this Lease or the Premises nor shall it relieve, release, impair, or discharge any of Tenant’s obligations hereunder. Tenant shall ensure that the Collaborator complies with the terms of this Lease, including, but with notice not limited to, the obligation to Seller) so long obtain and maintain the insurance coverages as such Customer has not experienced a Material Adverse Change under its PPAmore fully described in Section 17 (Insurance). Any such transferee, assignee or purchaser (other than a Lender through collateral assignment in In connection with a lease Permitted Assignment, Landlord shall not have the right to elect an Assignment Termination and, in the case of a Permitted Assignment not involving a sublease, Tenant shall not be required to share Excess Rents (as defined below) with Landlord. Tenant shall have the right, as a Permitted Assignment, to assign this Lease, upon 20 days prior written notice to Landlord but without obtaining Landlord’s prior written consent, to a corporation or other financing transaction permitted under Section 6.2.8 entity that is a successor-in-interest to Tenant, by way of merger, consolidation, or corporate reorganization, or by the Ownership Agreement) shall confirm its willingness to accept purchase of all or substantially all of the assigning Party's obligations under assets or the ownership interests of Tenant provided that (i) such merger or consolidation, or such acquisition or assumption, as the case may be, is for a good business purpose and not principally for the purpose of transferring this Agreement by writing reasonably acceptable to Lease, and (ii) the non-assigning Party. Any such assignee, transferee or purchaser net worth (other than a Lender through collateral assignment as determined in connection accordance with a lease or other financing transaction permitted under Section 6.2.8 GAAP) of the Ownership Agreementassignee is not less than the net worth (as determined in accordance with GAAP) must be sufficiently creditworthy of Tenant as of the date of Tenant’s most current quarterly or annual financial statements, and otherwise capable of performing (iii) such assignee shall agree in writing to assume all of the assigning Party's obligations under this Agreement. No assignment or transfer terms, covenants, and conditions of this Agreement by a Party shall be permitted during any period in which an Event of Default of such Party shall have occurred and be continuing and not cured, unless Lease arising after the other Party shall agree. No assignment of this Agreement shall relieve the assigning Party of any of its obligations under this Agreement, except that the assignor shall be released from its obligations under this Agreement at such time as all future obligations effective date of the assignor hereunder shall have been assumed by the assignee in a written agreement delivered to the other Party. Any assignment that does not comply with the provisions of this Section 17 shall be null and voidassignment.

Permitted Assignment. This Agreement shall not be assignable by Seller without the prior written consent of Purchaser, except that this Agreement (a) may be assigned by Seller without the requirement for such consent (but with notice to Purchaser) (i) to any Lender from time to time providing financing to Seller or its affiliate with respect to all or any portion of the Project or (iiiii) to any Lender or its designee in connection with a foreclosure or other exercise of remedies, and (b) unless otherwise waived by Purchaser, shall be assigned in whole or in part by Seller without the requirement for such consent (but with notice to Purchaser) in the event of a sale by Seller of all or a substantial portion of Seller's interest in the Facility, with the purchaser of Seller's interest in the Facility assuming Seller's obligations under this Agreement in the same percentage as the portion of Seller's interest being transferred bears to Seller's entire interest in the Facility. This Agreement shall not be assignable by Purchaser without the prior written consent of Seller, provided, however, that Purchaser may assign this Agreement to another Customer without the requirement for such consent (but with notice to Seller) so long as such Customer has not experienced a Material Adverse Change under its PPA. Any such transferee, assignee or purchaser (other than a Lender through collateral assignment in connection with a lease or other financing transaction permitted under Section 6.2.8 of the Ownership Agreement) shall confirm its willingness to accept all of the assigning Party's obligations under this Agreement by writing reasonably acceptable to the non-assigning Party. Any such assignee, transferee or purchaser (other than a Lender through collateral assignment in connection with a lease or other financing transaction permitted under Section 6.2.8 of the Ownership Agreement) must be sufficiently creditworthy and otherwise capable of performing all of the assigning Party's obligations under this Agreement. No assignment or transfer of this Agreement by a Party shall be permitted during any period in which an Event of Default of such Party shall have occurred and be continuing and not cured, unless the other Party shall agree. No assignment of this Agreement shall relieve the assigning Party of any of its obligations under this Agreement, except that the assignor shall be released from its obligations under this Agreement at such time as all future obligations of the assignor hereunder shall have been assumed by the assignee in a written agreement delivered to the other Party. Any assignment that does not comply with the provisions of this Section 17 shall be null and void.

Permitted Assignment. This Agreement Notwithstanding the provisions of Section 5.1 of this Lease, Tenant may assign or in any manner transfer this Lease or any estate or interest therein with Landlord's written consent, which written consent shall not be assignable by Seller without unreasonably withheld or denied, subject to the prior written consent of Purchaser, except that this Agreement following conditions: (a) Tenant shall no less than thirty (30) days prior to the effective date of such assignment provide Landlord with written request for consent to same ("Notice") and deliver to Landlord therewith, the assignee's name, address and contact person, a description of assignee's business and copies of financial statements for the proposed assignee in form reasonably satisfactory to Landlord, and such other documentation reasonably required by Landlord. (b) Landlord may be assigned terminate the Lease by Seller without the requirement for such consent (but with written notice to PurchaserTenant within ten (10) days of Notice in which case the Lease shall terminate automatically ten (i10) days thereafter and thereupon Tenant shall deliver the Premises as required pursuant to Section 6.2 of this Lease. (c) The proposed assignee shall be engaged in a business of similar type and quality to that of Tenant's, shall use the Premises for the Permitted Use hereunder only and shall be of no less financial condition than Tenant. (d) Tenant shall reimburse Landlord, any Lender from time to time providing financing to Seller or its affiliate with respect to all or any portion of the Project or expense (iiiincluding without limitation attorneys' fees) to any Lender or its designee incurred by Landlord in connection with a foreclosure the Notice or other exercise of remediesany assignment hereunder. ▇▇▇▇▇▇▇▇'s written consent to any one assignment as provided hereunder, and (b) unless otherwise waived by Purchaser, shall be assigned in whole or in part by Seller without the requirement for such consent (but with notice to Purchaser) in the event of a sale by Seller of all or a portion of Seller's interest in the Facility, with the purchaser of Seller's interest in the Facility assuming Seller's obligations under this Agreement in the same percentage as the portion of Seller's interest being transferred bears to Seller's entire interest in the Facility. This Agreement shall not be assignable by Purchaser without the prior a waiver of ▇▇▇▇▇▇'s (or any assignee of Tenant's) obligation thereafter to receive ▇▇▇▇▇▇▇▇'s written consent of Sellerto same as provided hereunder for each subsequent assignment. Following any permitted assignment hereunder and notwithstanding Landlord's written consent to such assignment, provided, however, that Purchaser may assign this Agreement to another Customer without the requirement Tenant shall remain liable for such consent (but with notice to Seller) so long as such Customer has not experienced a Material Adverse Change under its PPA. Any such transferee, assignee or purchaser (other than a Lender through collateral assignment in connection with a lease or other financing transaction permitted under Section 6.2.8 of the Ownership Agreement) shall confirm its willingness to accept all of the assigning PartyTenant's obligations under pursuant to this Agreement by writing reasonably acceptable to the non-assigning Party. Any such assignee, transferee or purchaser (other than a Lender through collateral assignment in connection with a lease or other financing transaction permitted under Section 6.2.8 of the Ownership Agreement) must be sufficiently creditworthy and otherwise capable of performing all of the assigning Party's obligations under this Agreement. No assignment or transfer of this Agreement by a Party shall be permitted during any period in which an Event of Default of such Party shall have occurred and be continuing and not cured, unless the other Party shall agree. No assignment of this Agreement shall relieve the assigning Party of any of its obligations under this Agreement, except that the assignor shall be released from its obligations under this Agreement at such time as all future obligations of the assignor hereunder shall have been assumed by the assignee in a written agreement delivered to the other Party. Any assignment that does not comply with the provisions of this Section 17 shall be null and voidLease.

Permitted Assignment. This Agreement shall not be assignable by Seller Notwithstanding the foregoing, Tenant may, without the prior written consent of PurchaserLandlord’s consent, except that this Agreement (a) may permit the Transfer of direct or indirect interests in Tenant on a nationally or internationally recognized stock exchange or stock quotation system, (b) assign this Lease to an Affiliate with equal or greater financial capability, (c) cause or permit a Transfer to occur in connection with a Leasehold Mortgage or Mezzanine Financing in accordance with Article 15, (d) after the completion of the Project, if the Project becomes a multi-family rental project, assign this Lease to, and have this Lease assumed by, a Qualified Purchaser, (e) sell Condominium Units, or (f) after the recording of the Condominium Declaration, assign this Lease to the Condominium Association, and upon the assignment of this Lease to, and the assumption of this Lease by, the Condominium Association, which shall become the Tenant under this Lease, Landlord shall be assigned by Seller without the requirement for such consent (but with notice to Purchaser) conclusively deemed (i) to have consented to the assignment, sale, conveyance or transfer of any Lender Condominium Unit in the Condominium from time to time providing financing to Seller the assignee, purchaser or its affiliate with respect to all or transferee thereof at any portion time through and including the expiration of the Project Lease Term, including without limitation the mortgage, pledge, collateral assignment, hypothecation or (iiisimilar encumbrance, from time to time, of any Condominium Unit(s) by the owner(s) thereof from time to any Lender or its designee in connection with a foreclosure or other exercise of remediestime, and (bii) unless otherwise to have conclusively waived any right to approve any such assignment, sale, conveyance, mortgage or transfer of any Condominium Unit in the Condominium, or the assignee, purchaser, transferee or mortgagee of a Condominium Unit in the Condominium. Further, upon the assignment of this Lease to, and the assumption of this Lease by, the Condominium Association, Tenant shall be entitled to retain the right to continue to sell Condominium Units for so long as any Condominium Units continue to be owned by Purchaserthe initial Tenant under this Lease or an Affiliate. No such assignment or sublease, nor any amendment thereto, shall be assigned in whole effective unless and until ▇▇▇▇▇▇ delivers to Landlord, within 30 days of execution thereof, a duplicate original of the fully-executed instrument of assignment and assumption, sublease or in part by Seller without the requirement for such consent (but with notice amendment. Tenant shall not, except as expressly permitted hereby, assign this Lease to Purchaser) in the event of any party that is not a sale by Seller of all or a portion of Seller's interest in the Facility, with the purchaser of Seller's interest in the Facility assuming Seller's obligations under this Agreement in the same percentage as the portion of Seller's interest being transferred bears to Seller's entire interest in the Facility. This Agreement shall not be assignable by Qualified Purchaser without the prior written consent of SellerLandlord. Except as expressly provided herein and in Section 6.1, provided, however, that Purchaser may assign this Agreement to another Customer without the requirement for such consent (but with notice to Seller) so long as such Customer has not experienced a Material Adverse Change under its PPA. Any such transferee, assignee or purchaser (other than a Lender through collateral assignment in connection with a lease or other financing transaction permitted under Section 6.2.8 Subleases of the Ownership Agreement) Private Facilities shall confirm its willingness to accept all of the assigning Party's obligations under this Agreement by writing reasonably acceptable to the non-assigning Party. Any such assignee, transferee or purchaser (other than a Lender through collateral assignment in connection with a lease or other financing transaction permitted under Section 6.2.8 of the Ownership Agreement) must not be sufficiently creditworthy and otherwise capable of performing all of the assigning Party's obligations under this Agreement. No assignment or transfer of this Agreement by a Party shall be permitted during any period in which an Event of Default of such Party shall have occurred and be continuing and not cured, unless the other Party shall agree. No assignment of this Agreement shall relieve the assigning Party of any of its obligations under this Agreement, except that the assignor shall be released from its obligations under this Agreement at such time as all future obligations of the assignor hereunder shall have been assumed by the assignee in a written agreement delivered to the other Party. Any assignment that does not comply with the provisions of this Section 17 shall be null and void.restricted.‌

Permitted Assignment. This Agreement shall not be assignable Anything in this Section or this lease to the contrary notwithstanding, Landlord consents to the assignment or sublease of this lease to any entity controlling, controlled by Seller without the prior written consent of Purchaseror under common control with Tenant, except that this Agreement (a) or to any entity into which Tenant may be assigned merged or consolidated, or any person or entity which is a successor to the business of Tenant, by Seller without purchase thereof or by arrangement effected pursuant to any law or regulatory agency action having or asserting such authority (provided such merger, consolidation or purchase is for a valid business purpose and not principally for the requirement for such consent (but with notice to Purchaser) purpose of transferring the leasehold estate created hereby), and provided that (i) the successor to any Lender Tenant resulting from time the merger, consolidation or purchase is a bona fide entity, (ii) the successor to time providing financing Tenant has a net worth, computed in accordance with generally accepted accounting principles, at least equal to Seller or its affiliate with respect to all or any portion the greater of the Project or net worth of Tenant as of the date of this lease, and (iii) proof satisfactory to any Lender or its designee in connection with a foreclosure or other exercise of remedies, and (b) unless otherwise waived by Purchaser, shall be assigned in whole or in part by Seller without the requirement for such consent (but with notice to Purchaser) in the event of a sale by Seller of all or a portion of Seller's interest in the Facility, with the purchaser of Seller's interest in the Facility assuming Seller's obligations under this Agreement in the same percentage as the portion of Seller's interest being transferred bears to Seller's entire interest in the Facility. This Agreement shall not be assignable by Purchaser without the prior written consent of Seller, provided, however, that Purchaser may assign this Agreement to another Customer without the requirement for such consent (but with notice to Seller) so long as such Customer has not experienced a Material Adverse Change under its PPA. Any such transferee, assignee or purchaser (other than a Lender through collateral assignment in connection with a lease or other financing transaction permitted under Section 6.2.8 of the Ownership Agreement) shall confirm its willingness to accept all of the assigning Party's obligations under this Agreement by writing reasonably acceptable to the non-assigning Party. Any such assignee, transferee or purchaser (other than a Lender through collateral assignment in connection with a lease or other financing transaction permitted under Section 6.2.8 of the Ownership Agreement) must be sufficiently creditworthy and otherwise capable of performing all of the assigning Party's obligations under this Agreement. No assignment or transfer of this Agreement by a Party shall be permitted during any period in which an Event of Default Landlord of such Party shall have occurred and be continuing and not cured, unless the other Party shall agree. No assignment of this Agreement shall relieve the assigning Party of any of its obligations under this Agreement, except that the assignor shall be released from its obligations under this Agreement at such time as all future obligations of the assignor hereunder net worth shall have been assumed by the assignee in a written agreement delivered to Landlord at least 30 days prior to the other Partyeffective date of the transaction. Any No such assignment that does not comply or sublease of this lease shall be valid or binding upon Landlord unless the Tenant shall have complied with the provisions of this Section 17 and this Article 13. In the case of an assignment, the assignee shall execute, acknowledge and deliver to Landlord an agreement, in recordable form, whereby the assignee agrees unconditionally to be null bound by and voidperform all the obligations of Tenant hereunder then accrued and thereafter accruing and further expressly agrees that notwithstanding such assignment the provisions of this Article shall continue to be binding upon such assignee with respect to all future assignments. The failure or refusal of the assignee to execute, acknowledge or deliver such an agreement shall not release the assignee from its liability for the performance of the obligations of Tenant hereunder assumed by acceptance of the assignment of this lease.*

Permitted Assignment. This Agreement Any subletting or assignment consented to by Landlord pursuant to this Article 15 shall be subject to and conditioned upon the following: (i) at the time of any proposed subletting or assignment, Tenant shall not be assignable by Seller without the prior written consent of Purchaser, except that this Agreement (a) may be assigned by Seller without the requirement for such consent (but with notice to Purchaser) (i) to in default under any Lender from time to time providing financing to Seller or its affiliate with respect to all or any portion of the Project terms, provisions or conditions of this Lease; (ii) the sublessee or assignee shall occupy only the Leased Premises and conduct its business in accordance with the Permitted Use; (iii) to any Lender or its designee in connection with a foreclosure if the rents, charges or other exercise sums required to be paid by any such sublessee or assignee exceed the rents, charges or other sums reserved hereunder, then Tenant shall pay to Landlord monthly the entire amount of remediessuch excess, which shall be deemed additional rent; (iv) prior to occupancy, Tenant and its assignee or sublessee shall execute, acknowledge and deliver to Landlord a fully executed counterpart of a written assignment of lease or sublease, as the case may be, by the terms of which: (x) in case of an assignment, Tenant will assign to the assignee Tenant’s entire interest in this Lease, together with all prepaid rents and security deposited hereunder, and the assignee will accept said assignment and assume and agree to perform, directly for the benefit of Landlord, all of the terms, covenants and conditions of this Lease on the Tenant’s part to be performed; or (by) unless otherwise waived in case of a subletting, the sublease in all respects will be subject and subordinate to all of the terms, covenants and conditions of this Lease and the sublessee thereunder will agree to be bound by Purchaserand to perform all of the terms, shall covenants and conditions of this Lease on the Tenant’s part to be assigned in whole or in part by Seller without the requirement for such consent performed; (but with notice to Purchaserv) in the event of a sale by Seller an assignment of this Lease or subletting of all or a portion part of Seller's interest in the FacilityLeased Premises, Tenant shall, at its expense, comply with all requirements of The Americans With Disabilities Act relating to the assignee or sublessee, as the case may be, and its business; (vi) notwithstanding any such assignment or subletting under the terms of this paragraph, Tenant will not be released or discharged from any liability whatsoever under this Lease including the liability for payment of Minimum Rent, additional rent and any other sums reserved hereunder and will continue to be liable for all obligations of Tenant set forth herein with the purchaser of Seller's interest in the Facility assuming Seller's obligations under this Agreement in the same percentage force and effect as the portion of Seller's interest being transferred bears though no assignment or sublease had been made and Tenant shall confirm same to Seller's entire interest in the Facility. This Agreement Landlord: (vi) Tenant shall not be assignable by Purchaser without the prior written consent of Sellerpay to Landlord Landlord’s administrative costs, provided, however, that Purchaser may assign this Agreement to another Customer without the requirement for such consent (but with notice to Seller) so long as such Customer has not experienced a Material Adverse Change under its PPA. Any such transferee, assignee or purchaser (other than a Lender through collateral assignment overhead and attorneys’ fees in connection with a lease or other financing transaction permitted under Section 6.2.8 of the Ownership Agreement) shall confirm its willingness to accept all of the assigning Party's obligations under this Agreement by writing reasonably acceptable to the non-assigning Party. Any such assignee, transferee or purchaser (other than a Lender through collateral assignment in connection with a lease or other financing transaction permitted under Section 6.2.8 of the Ownership Agreement) must be sufficiently creditworthy and otherwise capable of performing all of the assigning Party's obligations under this Agreement. No assignment or transfer of this Agreement by a Party shall be permitted during any period in subletting, which an Event of Default of costs, overhead and fees are now estimated at Five Hundred Dollars ($300); and (viii) such Party shall have occurred and be continuing and not cured, unless the other Party shall agree. No assignment of this Agreement shall relieve the assigning Party of any of its obligations under this Agreement, except that the assignor shall be released from its obligations under this Agreement at such time conditions as all future obligations of the assignor hereunder shall have been assumed by the assignee in a written agreement delivered to the other Party. Any assignment that does not comply with the provisions of this Section 17 shall be null and voidLandlord may impose.