Common use of TENANT ASSIGNMENT Clause in Contracts

TENANT ASSIGNMENT. Except as otherwise allowed herein, Tenant shall not assign, in whole or in part, this Lease, or allow it to be assigned, in whole or in part, by operation of law or otherwise (including without limitation by transfer of a majority interest of stock, merger, or dissolution, which transfer of majority interest of stock, merger or dissolution shall be deemed an assignment) or mortgage or pledge the same, or sublet the Premises, in whole or in part, without the prior written consent of Landlord, which shall not be unreasonably withheld or delayed, and in no event shall said such assignment or sublease ever release Tenant or any guarantor from any obligation or liability hereunder. Notwithstanding anything in this Lease to the contrary, in the event of any assignment or sublease to a party other than a Permitted Transferee, any option or right of first refusal granted to Tenant shall not be assignable by Tenant to any assignee or sublessee. Except in the case of a Permitted Transferee, no assignee or sublessee of the Premises or any portion thereof may assign or sublet the Premises or any portion thereof. Notwithstanding anything in this Lease to the contrary, Tenant shall have the right to assign, sublet or transfer this Lease, or its interest therein (each being referred to as a "Permitted Transfer"), without the prior written consent of Landlord and without additional payment to Landlord, to Tenant's parent company or to any of Tenant's subsidiaries or affiliates (each being referred to as a "Permitted Transferee"). In addition, notwithstanding anything to the contrary in this Lease, a change of control of Tenant or a sale of all or substantially all of the assets or equity interests of Tenant or a merger of the Tenant shall not be deemed an assignment of this Lease for any reason, and no notice to Landlord shall be required upon the consummation of any such transaction.

TENANT ASSIGNMENT. Except as otherwise allowed herein, Tenant shall not assign, in whole or in partsublease, this Leasetransfer, pledge, or allow it to be assigned, in whole encumber this Lease or in part, by operation of law or otherwise (including any interest therein without limitation by transfer of a majority interest of stock, merger, or dissolution, which transfer of majority interest of stock, merger or dissolution shall be deemed an assignment) or mortgage or pledge the same, or sublet the Premises, in whole or in part, without the Landlord's prior written consent of Landlord, which consent shall not be unreasonably withheld withheld. Any attempted assignment, sublease or delayed, other transfer or encumbrance by Tenant in violation of the terms and in no event covenants of this paragraph shall said such assignment or sublease ever release Tenant or any guarantor from any obligation or liability hereunderbe void. Notwithstanding anything in this Lease to the contrary, any provision contained in the event of any assignment or sublease to a party other than a Permitted Transferee, any option or right of first refusal granted to Tenant shall not be assignable by Tenant to any assignee or sublessee. Except in the case of a Permitted Transferee, no assignee or sublessee of the Premises or any portion thereof may assign or sublet the Premises or any portion thereof. Notwithstanding anything in this Lease to the contrary, Tenant shall have the right right, without Landlord's consent, to assignassign this Lease or sublet all or any part of the Premises to any "Affiliate" of Tenant, sublet as defined in the Purchase Agreement. Prior to any such assignment or transfer sublease, other than to an "Affiliate" of Tenant, Tenant shall provide Landlord with a written notice specifying the name of the assignee or sublessee and also providing Landlord with a copy of the instrument of assignment or sublease. Consent of Landlord to one assignment, subletting, or granting shall not constitute a waiver of Landlord's rights with respect to any other assigning, subletting or granting. In no event shall Tenant assign the Lease or permit the use of any portion of the Premises for any use which will conflict with the use rights of the Landlord in the Premises or Common Areas. Any assigning, subletting or granting, notwithstanding the consent of the Landlord, shall not in any manner release the Tenant herein from its continued liability for the performance of the provisions of this Lease and any amendments or modifications then or thereafter a part of this Lease, or its interest therein (each being referred to as a "Permitted Transfer"), without the prior written consent . The acceptance of any rental payments by Landlord and without additional payment to Landlord, to Tenant's parent company or to from any of Tenant's subsidiaries or affiliates (each being referred to as a "Permitted Transferee"). In addition, notwithstanding anything to the contrary in this Lease, a change of control of Tenant or a sale of all or substantially all alleged assignee shall not constitute approval of the assets or equity interests of Tenant or a merger of the Tenant shall not be deemed an assignment of this Lease for any reason, and no notice to Landlord shall be required upon by the consummation of any such transactionLandlord.

TENANT ASSIGNMENT. Except as otherwise allowed herein, Tenant shall agrees not to assign, in whole or in partsublet, this Leaselicense, or allow it to be assigned, in whole or in part, by operation of law or otherwise (including without limitation by transfer of a majority interest of stock, merger, or dissolution, which transfer of majority interest of stock, merger or dissolution shall be deemed an assignment) or mortgage or pledge the sameencumber this Lease Agreement, or sublet the Premises, in whole or in partany part thereof, whether by voluntary act, operation of law, or otherwise, without the specific prior written consent of LandlordLandlord in each instance, which consent Landlord shall not unreasonably withhold, delay or condition. Consent by Landlord in one such instance shall not be unreasonably withheld a waiver of Landlord's rights under this Article to require consent for any subsequent instance. If Tenant is a corporation, limited liability company, partnership or delayedother legal entity, and a Change of Control (as defined below) in no event Tenant shall said such be considered an assignment of this Lease Agreement for purposes of this Article (subject, however, to the terms regarding Permitted Transfers set forth below). Any purported assignment, subletting, licensing, mortgaging or sublease ever release other transfer of this Lease Agreement or the Premises hereunder by Tenant or any guarantor from any obligation or liability hereunderthat does not comply with the provisions of this Article shall be void. Notwithstanding anything in this Lease herein to the contrary, Tenant may, without the consent of Landlord (and without triggering any profit sharing or recapture rights), assign this Lease Agreement or sublet all or any part of the Premises to (i) an Affiliate of Tenant; (ii) an entity into or with which Tenant or Tenant’s parent company is merged or consolidated, (iii) an entity which acquires ownership interests in Tenant or Tenant’s parent company by way of sale, transfer or issuance of stock or other ownership interests, and/or (iv) which acquires all or substantially all of Tenant’s or Tenant’s parent company’s assets by purchase, merger or other means (hereafter called a "Permitted Transfer") provided that to be a “Permitted Transfer” the resulting entity must have a tangible net worth and creditworthiness equal to or greater than the original constitution of Tenant as of the date of this Lease Agreement (provided further, however, that such net worth requirement shall not apply to Affiliates provided that the Tenant that is party to this Lease continues to exist and remains responsible for all obligations of Tenant under this Lease). As used herein, an "Affiliate" of Tenant shall be deemed to be any entity which either controls, is controlled by or is under common control with Tenant, with "control" meaning having a Controlling Interest (as defined below). As used herein, "Change of Control" means any transaction(s) resulting in the event acquisition of a Controlling Interest in Tenant by one or more parties that did not own a Controlling Interest immediately before such transaction(s). "Controlling Interest" means any direct or indirect equity or beneficial ownership interest in Tenant that confers upon its holder(s) the direct or indirect power to direct the ordinary management and policies of Tenant, whether through the ownership of voting securities, by contract or otherwise (but not through the ownership of voting securities listed on a recognized securities exchange). Changes of ownership or control (direct or indirect) in Tenant (including through the sale of substantially all of its assets or through merger) through which a Permitted Transfer is effectuated shall not require the consent of Landlord hereunder or otherwise (provided that the net worth test set forth above remains satisfied). Without limiting the generality of the foregoing, any changes of ownership (direct or indirect) in Tenant occurring through the “over the counter market” or nationally (domestic or foreign) recognized stock exchanges shall not require the consent of Landlord hereunder or otherwise. In connection with any assignment of this Lease Agreement or sublease subletting of the Premises made or requested by Tenant, Tenant shall pay Landlord (i) a processing fee of $2,500 and (ii) all out-of-pocket costs reasonably incurred by Landlord, including reasonable attorneys' fees, but not in excess of $5,000. In the event Tenant desires to sublet a party other than part or all of the Premises, or assign this Lease Agreement, including a Permitted TransfereeTransfer, any option or right of first refusal granted to Tenant shall not be assignable by Tenant give written notice to any assignee or sublessee. Except Landlord at least thirty (30) days (at least ten (10) days in the case of a Permitted TransfereeTransfer) prior to the proposed subletting or assignment, no which notice shall state the name of the proposed subtenant or assignee and the terms of any sublease or sublessee assignment documents and shall include copies of financial statements or other relevant financial information of the proposed subtenant or assignee (which information may be provided pursuant to a commercially reasonable confidentiality agreement). Except with respect to Permitted Transfers, one-half of any net rents and other consideration (after paying for all reasonable costs of subleasing or reletting incurred by Tenant, including, without limitation, commissions, legal fees, tenant improvements, free rent and any other concessions required to induce a subtenant) received by Tenant from an assignment of this Lease Agreement or a subletting of the Premises or any portion thereof may assign or sublet which exceed the Premises or any portion thereof. Notwithstanding anything in rents then payable by Tenant under this Lease Agreement shall be paid by Tenant to Landlord as Additional Rent hereunder promptly after such amounts are received by Tenant. At Landlord's option following a default by Tenant under this Lease Agreement that continues beyond the expiration of applicable notice and cure periods, any and all payments by the subtenant with respect to the contrarysublease shall be paid directly to Landlord. In any event no assignment or subletting, including a Permitted Transfer, shall release Tenant of its obligation to pay the rent and to perform all other obligations to be performed by Tenant hereunder for the Term of this Lease Agreement. The acceptance of rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. At Landlord's option and with the exception of a Permitted Transfer, Landlord may terminate this Lease Agreement in lieu of giving its consent to any proposed assignment of this Lease Agreement or subletting of all of the Premises, provided that if Landlord makes such election, Landlord shall deliver written notice thereof to Tenant and Tenant shall have the right to assignwithdraw its request to assign or sublease within five (5) business days of receipt of Landlord’s notice, sublet or transfer this Leasein which event, or its interest therein (each being referred to as a "Permitted Transfer"), without the prior written consent of Landlord and without additional payment to Landlord, to Tenant's parent company or to any of Tenant's subsidiaries or affiliates (each being referred to as a "Permitted Transferee"). In addition, notwithstanding anything to the contrary in this Lease, a change of control of Tenant or a sale of all or substantially all of the assets or equity interests of Tenant or a merger of the Tenant shall not be deemed an assignment of this Lease for any reason, and no notice to Landlord shall be required upon the consummation of any such transactioncontinue uninterrupted.

TENANT ASSIGNMENT. Except as otherwise allowed herein, Tenant shall agrees not to assign, in whole or in partsublet, this Leaselicense, or allow it to be assigned, in whole or in part, by operation of law or otherwise (including without limitation by transfer of a majority interest of stock, merger, or dissolution, which transfer of majority interest of stock, merger or dissolution shall be deemed an assignment) or mortgage or pledge the sameencumber this Lease Agreement, or sublet the Premises, in whole or in part, without the prior written consent of Landlord, which shall not be unreasonably withheld or delayed, and in no event shall said such assignment or sublease ever release Tenant or any guarantor from any obligation or liability hereunder. Notwithstanding anything in this Lease to the contrarypart thereof, in the event whether by voluntary act, operation of any assignment or sublease to a party other than a Permitted Transferee, any option or right of first refusal granted to Tenant shall not be assignable by Tenant to any assignee or sublessee. Except in the case of a Permitted Transferee, no assignee or sublessee of the Premises or any portion thereof may assign or sublet the Premises or any portion thereof. Notwithstanding anything in this Lease to the contrary, Tenant shall have the right to assign, sublet or transfer this Leaselaw, or its interest therein (each being referred to as a "Permitted Transfer")otherwise, without the prior written consent of Landlord and without additional payment to Landlord, to Tenant's parent company or to any of Tenant's subsidiaries or affiliates (in each being referred to as a "Permitted Transferee"). In addition, notwithstanding anything to the contrary in this Lease, a change of control of Tenant or a sale of all or substantially all of the assets or equity interests of Tenant or a merger of the Tenant instance which shall not be deemed unreasonably withheld, conditioned or delayed. Consent by Landlord in one such instance shall not be a waiver of Landlord's rights under this Article to require consent for any subsequent instance. If Tenant is a corporation, limited liability company, partnership or other legal entity, a Change of Control (as defined below) in Tenant shall be considered an assignment of this Lease Agreement for purposes of this Article. Any purported assignment, subletting, licensing, mortgaging or other transfer of this Lease Agreement or the Premises hereunder by Tenant that does not comply with the provisions of this Article shall be void. Notwithstanding anything herein to the contrary, Tenant may, without the consent of Landlord, assign this Lease Agreement or sublet all or any reasonpart of the Premises to an Affiliate of Tenant (hereafter called a "Permitted Transfer"). As used herein, an "Affiliate" of Tenant shall be deemed to be any entity which either controls, is controlled by or is under common control with Tenant, with "control" meaning having a Controlling Interest (as defined below). As used herein, "Change of Control" means any transaction(s) resulting in the acquisition of a Controlling Interest in Tenant by one or more parties that did not own a Controlling Interest immediately before such transaction(s). "Controlling Interest" means any direct or indirect equity or beneficial ownership interest in Tenant that confers upon its holder(s) the direct or indirect power to direct the ordinary management and no policies of Tenant, whether through the ownership of voting securities, by contract or otherwise (but not through the ownership of voting securities listed on a recognized securities exchange). In connection with any assignment of this Lease Agreement or subletting of the Premises made or requested by Tenant, Tenant shall pay Landlord (i) a processing fee of $1,500.00 and (ii) all out-of-pocket costs incurred by Landlord, including reasonable attorneys' fees. In the event Tenant desires to sublet a part or all of the Premises, or assign this Lease Agreement, including a Permitted Transfer, Tenant shall give written notice to Landlord at least thirty (30) days (ten (10) days in the case of a Permitted Transfer) prior to the proposed subletting or assignment, which notice shall state the name of the proposed subtenant or assignee and the terms of any sublease or assignment documents and shall include copies of financial statements or other relevant financial information of the proposed subtenant or assignee. Any rents and other consideration received by ▇▇▇▇▇▇ from an assignment of this Lease Agreement or subletting of the Premises which exceed the rents then payable by Tenant under this Lease Agreement shall be required split (50% each after reimbursing reasonable and customary subletting costs) between Tenant to Landlord and paid to Landlord as Additional Rent hereunder. At Landlord's option following a default by Tenant under this Lease Agreement, any and all payments by the subtenant with respect to the sublease shall be paid directly to Landlord. In any event no assignment or subletting, including a Permitted Transfer, shall release Tenant of its obligation to pay the rent and to perform all other obligations to be performed by Tenant hereunder for the Term of this Lease Agreement. The acceptance of rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. At Landlord's option and with the exception of a Permitted Transfer, Landlord may terminate this Lease Agreement in lieu of giving its consent to any proposed assignment of this Lease Agreement or subletting of all of the Premises (which termination may be contingent upon the consummation execution of any such transactiona new lease with the proposed assignee or subtenant).

TENANT ASSIGNMENT. Except as otherwise allowed herein, Tenant shall not assign, in whole or in part, this ----------------- Lease, or allow it to be assigned, in whole or in part, by operation of law or otherwise (including without limitation by merger, dissolution or transfer of a majority controlling interest in any partnership or corporate Tenant unless such transfer of stockcontrol occurs in connection with any public offering of the Shares of Common Stock of the Tenant or if such transfer of control results from additional debt or equity financings, which merger, dissolution or dissolution, which transfer of majority interest of stock, merger or dissolution shall be deemed an assignment) or mortgage or pledge the same, or sublet the Premises, in whole or in part, without the prior written consent of Landlord, which shall not to be unreasonably withheld withheld, conditioned, or delayed, and in no event shall said any such assignment or sublease ever release Tenant or any guarantor from any obligation or liability hereunder. Notwithstanding anything in this Lease to the contrary, in the event of any assignment or sublease to a party other than a Permitted Transferee, any option or right of first refusal granted to Tenant shall not be assignable by Tenant to any assignee or sublessee. Except in the case of a Permitted Transferee, no No assignee or sublessee of the Premises or any portion thereof may assign or sublet the Premises or any portion thereofthereof without also obtaining such --------------------------- consent from Landlord. Notwithstanding anything in this Lease to the contraryforegoing, Tenant shall have the right to assign, sublet or transfer this Lease, or its interest therein (each being referred to as a "Permitted Transfer")may, without the prior written --------------------- Landlord's consent of Landlord and without additional payment but upon notice to Landlord, assign this Lease or sublet the Premises, in whole or in part, to Tenant's parent company any entity controlled by, controlling or under common control with Tenant or to any of entity succeeding to Tenant or Tenant's subsidiaries business by merger or affiliates (each being referred to purchase of assets, provided the assignee's credit is at least as a "Permitted Transferee"). In addition, notwithstanding anything to good as Tenant's at the contrary in this Lease, a change of control of Tenant or a sale of all or substantially all time of the assets or equity interests of Tenant or a merger of the Tenant shall not be deemed an assignment of this Lease for any reason, and no notice to Landlord shall be required upon the consummation of any such transactionCommencement Date.