Common use of SUBLEASING OR ASSIGNMENT Clause in Contracts

SUBLEASING OR ASSIGNMENT. In the event Mercata desires to sublease or ------------------------ assign all or any portion of the Subleased Premises or this Sublease, it shall be bound to the terms and conditions of Section 8 of the Master Lease, except all notices shall be delivered and all approvals obtained from both Bentall and Attachmate. The obligation of Bentall and Attachmate to consent to such subletting or assignment shall be as outlined in the Master Lease; provided that in no event shall Attachmate's consent be unreasonably withheld, conditioned or delayed. Any sublease or assignment by Mercata shall be subject to the terms and conditions of the Master Lease, including, without limitation Section 8.4 and 8.5 of the Master Lease. Attachmate and Mercata acknowledge that the terms and conditions of Section 8.8 of the Master Lease shall not apply, as the Sublease Limit will not be reached due to this Sublease. The consent to a sublease or assignment from Attachmate shall not be construed as relieving Mercata or any assignee of the Sublease or sublessee of the Subleased Premises from obtaining the express written consent of Bentall and Attachmate to any further assignment or subletting or obligation hereunder whether or not then accrued. Any modifications or improvements necessary as a result of such sublease or assignment must be approved as required in Section 10 above and Mercata agrees to restore the Subleased Premises to the condition required in Section 9 at the end of the term of such sub-sublease or assignment.

SUBLEASING OR ASSIGNMENT. In the event Mercata desires to sublease Tenant shall not voluntarily or ------------------------ assign by operation of law assign, transfer, mortgage, sublet, or otherwise transfer or encumber all or any portion part of Tenant’s interest in this lease or in the Subleased Premises premises, without Landlord’s prior written consent, which Landlord shall not unreasonably withhold. Landlord shall respond to Tenant’s request for consent hereunder in a timely manner and any attempted assignment, transfer, mortgage, encumbrance or this Sublease, it subletting without such consent shall be bound void and shall constitute a breach of this lease. Any such sublease shall contain all the provisions of this lease to the terms extent applicable and conditions provided further Tenant shall not be relieved by any such subleasing or assignment of Section 8 Tenant’s obligation to pay rent herein stipulated or any other obligations of the Master LeaseTenant under this lease. Regardless of Landlord’s consent, except all notices shall be delivered and all approvals obtained from both Bentall and Attachmate. The obligation of Bentall and Attachmate to consent to such no subletting or assignment shall release Tenant of Tenant’s obligation or alter the primary liability of Tenant to pay the rent and to perform all other obligations to be as outlined in the Master Lease; provided that in no event shall Attachmate's consent be unreasonably withheld, conditioned or delayed. Any sublease or assignment performed by Mercata shall be subject to the terms and conditions of the Master Lease, including, without limitation Section 8.4 and 8.5 of the Master Lease. Attachmate and Mercata acknowledge that the terms and conditions of Section 8.8 of the Master Lease shall not apply, as the Sublease Limit will not be reached due to this SubleaseTenant hereunder. The consent to a sublease acceptance of rent by Landlord from any other person or assignment from Attachmate entity shall not be construed as relieving Mercata deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignments or subletting. In the event of default by any assignee of Tenant or any successor of Tenant, in the Sublease or sublessee performance of any of the Subleased Premises from obtaining terms hereof, Landlord may proceed directly against Tenant without the express written necessity of exhausting remedies against said assignee. Landlord may consent of Bentall and Attachmate to any further assignment subsequent assignments or subletting of this lease or obligation hereunder whether amendments or modifications to this lease with assignees of Tenant, without notifying Tenant, or any successor of Tenant, and without obtaining its or their consent thereto and such action shall not then accrued. Any modifications or improvements necessary as a result relieve Tenant of such sublease or assignment must be approved as required in Section 10 above and Mercata agrees to restore the Subleased Premises to the condition required in Section 9 at the end of the term of such sub-sublease or assignmentliability under this lease.