Common use of SUBLET/ASSIGNMENT Clause in Contracts

SUBLET/ASSIGNMENT. (a) Except as specifically set forth in Paragraph 52 hereof, Owner may, in connection with any proposed assignment or subletting or any part thereof or any mortgage, pledge or encumbrance, withhold its consent for any or no reason, or may condition its consent on such terms as Owner may deem appropriate, in its discretion. Tenant shall pay Owner's processing fees and professional fees and disbursements in connection therewith, on demand. If Tenant charges or receives any rent or other monies from an assignee or subtenant in excess of the amount charged to Tenant as set forth in this Lease, Tenant shall pay Owner fifty (50%) percent of said rent or monies as additional rent under this Lease. In the event said rent or monies are not paid to Owner, Owner may, in addition to any other remedies Owner has, at its option, terminate this Lease and/or collect said rent or monies directly from the assignee or subtenant. (b) Under no circumstances shall Tenant rent, sublet or allow the demised premises to be used for filming, photography "shoots," parties or openings. (c) Owner shall not unreasonably withhold its consent to an assignment of this lease or to a subletting by Tenant of all of the Premises for a term equal to the balance of the Term, less one day, on the following terms and conditions. (i) At least 90 days prior to any proposed assignment or sublease, Tenant shall submit to Owner a statement containing the name and address of the proposed assignee or subtenant and all of the principal terms and conditions of the proposed assignment or sublease including, but not limited to, the proposed commencement and expiration dates of the sublease, the nature of the proposed assignee's or subtenant's business, the prior two (2) year history of the proposed assignee or subtenant and its principals, together with satisfactory proof of financial responsibility and personal references to substantiate the required financial statements and such financial and other information as Owner may request. (ii) Owner shall not be deemed unreasonable in withholding its consent to any sublease or assignment if Owner determines, in Owner's discretion, that: (1) the character, reputation or nature of the business of the proposed assignee or subtenant is not in keeping with that of the Building or its tenancies; (2) Tenant listed or publicly advertised the Premises for subletting or assignment, whether through a broker or otherwise, at a rental rate that is less than the rent payable hereunder or less than the rent which Owner is offering to lease comparable space in the Building; but Tenant may negotiate and consummate a sublease or assignment at a lesser rate of rent insofar as permitted under the provisions of this Article; (3) the proposed occupancy may impose an extra burden on the Building's systems or Building's services; (4) the proposed sublease fails to prohibit any further assignment or subletting; (5) Tenant is in default under this Lease either at the time Owner's consent to such subletting or assignment is requested or at the commencement of any proposed sublease or effective date of any assignment; (6) Tenant shall fail to reimburse Owner for Owner's costs incurred in connection with said sublease or assignment, including, without limitation, Owner's professional's fees and disbursements, investigation as to the acceptability of a proposed subtenant or assignee and the preparation and review of documents and plans relating to such transaction; (7) the proposed subtenant or assignee (or related corporation or other entity) is a tenant of other space in the Building or is then negotiating with Owner to rent space in the Building; (8) the proposed subtenant or assignee has diplomatic or sovereign immunity or is not subject to service of process in or to the jurisdiction of the courts of New York State; (9) the proposed assignee fails to deliver to Owner a limited personal guaranty and guaranty of completion executed by an individual of a character and financial worth reasonably acceptable to Owner, guaranteeing to Owner the performance of all the terms and conditions of this Lease by the proposed assignee; (10) the proposed subtenant or assignee (or any principal thereof) has been indicted for any crime; (11) the proposed subtenant or assignee has not been engaged in business for at least two (2) years; (12) the proposed subtenant or assignee does not have a net worth of at least five (5) times the Annual Base Rent for the last year of the Term, or (ii) $200,000.00, as set forth on its latest audited financial statement prepared by a certified public accountant in accordance with generally accepted accounting principles; or (13) Tenant fails to deliver to Owner the information and documents required by Paragraph 52 or the form and substance of the assignment or sublease and all ancillary documents shall not have been approved by Owner. (iii) Tenant shall, at least thirty (30) days prior to the effective date thereof, deliver to Owner a fully executed counterpart of the assignment or sublease and all ancillary documents thereto, in form and substance satisfactory to the Owner, and in which, in the case of an assignment, the assignee assumes Tenant's obligations under this Lease. (iv) Upon Tenant's receipt of an offer from a third party for the purchase of any interest of Tenant in the Lease, including, without limitation, any assignment or sublease (as evidenced by a writing executed by the proposed purchaser) which Tenant shall give notice of such offer to Owner and shall deliver to Owner, simultaneously with the delivery of such notice, an executed copy of the writing. Within 60 days after Owners receipt of the writing, Owner by notice to Tenant, may elect to purchase the interest proposed to be conveyed on the same terms and conditions as set forth in the writing. If Owner fails to notify Tenant of its intention to exercise such right of first refusal, or elects not to purchase the interest proposed to be conveyed, the proposed sale shall be deemed an assignment and shall be subject to the provisions of Article 52, including without limitation, obtaining the consent of the Owner, and if Owner consents, may be consummated with the proposed purchaser who executed the writing on the same terms and conditions as was set forth therein. (v) If Owner fails to exercise any of its options under this Paragraph and Tenants fails to execute and deliver the assignment or sublease to which Owner consented within ninety (90) days after the giving of such consent, then, Tenant shall again comply with all the provisions of Paragraph 52 before effecting any assignment or sublease.