Common use of Assignment or Sublet Clause in Contracts

Assignment or Sublet. a. Tenant Shall not assign this Lease or sublet the Premises or any portion thereof without the prior written consent of Landlord in each instance, which consent shall not, subject to Landlord's rights under clause (i) below, be unreasonably withheld. If Tenant desires to assign this Lease or to sublet the Premises, or any part thereof, Tenant shall give to Landlord written notice of its intent at least thirty (30) days in advance of the date on which Tenant desires to assign or sublet the Premises, which notice shall designate the terms of the proposed assignment or sublet, the identity of the proposed assignee or sublessee, and shall be accompanied by financial statements of such proposed assignee or sublessee and such other information regarding such party and its business and reputation as shall be required by Landlord to evaluate the proposed assignment or sublet. Landlord shall have thirty (30) days after receipt of Tenant's written notice and the above specified information within which to notify Tenant in writing that Landlord elects to (i) terminate this Lease, in the case of a proposed assignment, or to terminate this Lease as to that portion of the Premises to be sublet, in the case of a proposed sublet, (ii) consent to the proposed assignment or sublet as described in Tenant's notice, or (iii) reasonably refuse to consent to Xxxxxx's proposed assignment or sublet, stating the reasons for such refusal. If Landlord fails to notify Tenant in writing of its election within the thirty (30) day period, Landlord shall be deemed to have made the election in clause (iii) above. No consent by Landlord to any assignment or sublet shall be deemed to be a consent to a use not permitted under this Lease, to any act in violation of this Lease or to any subsequent assignment or sublet. No assignment or sublet by Tenant shall relieve Tenant of any liability theretofore or thereafter arising under this Lease. Any attempted assignment or sublet by Tenant in violation of the terms and covenants of this Section shall be void. Notwithstanding the foregoing, Landlord shall not have the right described in clause (i) above with respect to any proposed sublet of the Building E Premises or any portion thereof if the term of such proposed sublet shall expire on or prior to the third annual anniversary of the Rent Commencement Date.

Assignment or Sublet. a. Tenant Shall not assign this Lease or sublet the Premises or any portion thereof without the prior written consent of Landlord in each instance, which consent shall not, subject to Landlord's rights under clause (i) below, be unreasonably withheld. If Tenant desires to assign this Lease or to sublet the Premises, or any part thereof, Tenant shall give to Landlord written notice of its intent at least thirty sixty (3060) days in advance of the date on which Tenant desires to assign or sublet the Premises, which notice shall designate the terms of the proposed assignment or sublet, the identity of the proposed assignee or sublessee, and shall be accompanied by financial statements of such proposed assignee or sublessee and such other information regarding such party and its business and reputation as shall be required by Landlord to evaluate the proposed assignment or sublet. Landlord shall have thirty (30) days after receipt of Tenant's written notice and the above specified information within which to notify Tenant in writing that Landlord elects to (i) terminate this Lease, in the case of a proposed assignment, or to terminate this Lease as to that portion of the Premises to be assigned or sublet, in which event Tenant will be relieved of all further obligation hereunder as to the case of a proposed sublet, space; (ii) consent permit Tenant to assign this Lease or sublet the Premises, subject, however, to written approval of the proposed assignee or subtenant by Landlord, and further subject to the proposed requirement that Tenant enter into written agreements with Landlord and the assignee or subtenant requiring that seventy-five percent (75%) of the excess monies due to Tenant under the assignment or sublet as described in Tenant's notice, over the Rent to be required to be paid by Tenant hereunder shall be paid to Landlord; or (iii) reasonably refuse to consent to XxxxxxTenant's proposed assignment or sublet, stating sublet and to continue this Lease in full force and effect as to the reasons for such refusalentire Premises. If Landlord fails to notify Tenant in writing of its election within the thirty (30) day period, Landlord shall be deemed to have made elected the election option set forth in clause Subsection (iii) abovehereof. No consent by Landlord to any assignment or sublet shall be deemed to be a consent to a use not permitted under this Lease, to any act in violation of this Lease or to any subsequent assignment or sublet. No assignment or of sublet by Tenant shall relieve Tenant of any liability theretofore or thereafter arising obligation under this Leasetease. Any attempted assignment or sublet by Tenant in violation of the terms and covenants of this Section shall be void. Notwithstanding the foregoing, Landlord shall not have the right described in clause (i) above with respect to any proposed sublet of the Building E Premises or any portion thereof if the term of such proposed sublet shall expire on or prior to the third annual anniversary of the Rent Commencement Date.

Assignment or Sublet. a. Tenant Shall shall not transfer or assign this Lease or sublet the demised Premises or any portion thereof without the prior written consent of Landlord in each instance, which consent shall not, subject (not to Landlord's rights under clause (i) below, be unreasonably withheld. If Tenant desires ) and any attempt to assign this Lease or to sublet the Premises, or any part thereof, Tenant shall give to Landlord written notice of its intent at least thirty (30) days in advance of the date on which Tenant desires to assign or sublet the Premises, which notice shall designate the terms of the proposed assignment or sublet, the identity of the proposed assignee or sublessee, and do so shall be accompanied by financial statements of such proposed assignee or sublessee void and such other information regarding such party and its business and reputation as shall be required by Landlord to evaluate the proposed assignment or subletconfer no rights upon any third person. Landlord shall have thirty (30) days after receipt of Tenant's written notice and the above specified information within which to notify Tenant in writing that Landlord elects to (i) terminate this Lease, in the case of a proposed assignment, or to terminate this Lease as to that portion of the Premises to be sublet, in the case of a proposed sublet, (ii) consent to the proposed assignment or sublet as described in Tenant's notice, or (iii) reasonably refuse to consent to Xxxxxx's proposed assignment or sublet, stating the reasons for such refusal. If Landlord fails to notify Tenant in writing of its election within the thirty (30) day period, Landlord shall be deemed to have made the election in clause (iii) above. No The consent by Landlord to any transfer, assignment or sublet subletting shall not be deemed a waiver by Landlord of any prohibition against any future transfer, assignment or subletting. Further, in the event that Tenant request the Landlord's consent to an assignment or sublease of fifty percent or more of the Premises, the Landlord shall have the option to release the Tenant of its obligations hereunder and accelerate the expiration of the term hereof, and Landlord may subsequently enter into a new lease agreement directly with any such tenant. Consent to one assignment or sublease shall not constitute a waiver of this provision with respect to subsequent transactions. Each subtenant or assignee shall be liable to Landlord for all obligations of the Tenant hereunder, but the Tenant shall not be thereby relieved of such obligations unless Landlord has exercised its option to release Tenant and accelerate expiration of the Term hereof, so that Landlord can enter into a new lease agreement with a new tenant. In such case, Tenant shall be relieved of any further obligation under the Lease. The Landlord shall have the right in its absolute and sole discretion to withhold consent to any sublease or assignment if Tenant shall be in default or breach of this Lease or if the proposed assignee or sublessee or its business will cause Landlord to incur any cost of whatever kind or nature. Any transfer of this Lease from Tenant by merger, consolidation, liquidation, or otherwise by operation of law shall be deemed to be constitute an assignment for the purpose of this Lease. In the event of a consent to a use not permitted under purported subletting of all or any part of said Premises or purported assignment of this Lease, to any act in violation it is mutually agreed that Tenant will nevertheless remain fully and primarily liable under the terms, covenants and conditions of this Lease. At Landlord's election, Landlord may consider any purported subletting or assignment a default and elect any remedies provided herein. If this Lease is assigned or to if the Premises or any subsequent assignment part thereof be subleased or sublet. No assignment occupied by anybody other than Tenant in contravention of this Lease, Landlord may, nevertheless, collect from the assignee, sublessee or sublet occupant any rent payable by Tenant shall relieve under this Lease and apply the amount collected to rent herein reserved, but such election will not be deemed an acceptance of the assignee, sublessee or occupant as Tenant nor a release of any liability theretofore or thereafter arising Tenant from performance under this Lease. Any attempted assignment or sublet by If Tenant in violation of the terms and covenants of this Section shall be void. Notwithstanding the foregoingLease is a corporation, Landlord shall not have the right described in clause (i) above with respect to and if at any proposed sublet of the Building E Premises or any portion thereof if time during the term of this Lease the person or persons owning a majority of such proposed sublet corporation's voting shares on the date hereof shall expire on cease to own a majority of such shares whether due to sale, assignment, operation of law or prior other disposition, Tenant will so notify Landlord and Landlord shall have the right, at its option, to the third annual anniversary terminate this Lease by notice to Tenant given within thirty days following receipt of such notice. This provision shall not be applicable to Tenant if all of the Rent Commencement Dateoutstanding voting stock of such corporation is listed on a national securities exchange as defined in the Securities Exchange Act of 1934, as amended.

Assignment or Sublet. a. Tenant Shall shall not assign this Lease or sublet the Premises or any portion thereof without the prior written consent of Landlord in each instance, which consent shall not, subject to Landlord's Landlordis rights under clause (i) below, be unreasonably withheld. If Tenant desires to assign this Lease or to sublet the Premises, or any part thereof, Tenant shall give to Landlord written notice of its intent at least thirty sixty (3060) days in advance of the date on which Tenant desires to assign or sublet the Premises, which notice shall designate the terms of the proposed assignment or sublet, the identity of the proposed assignee or sublessee, and shall be accompanied by financial statements of such proposed assignee or sublessee and such other information regarding such party and its business and reputation as shall be required by Landlord to evaluate the proposed assignment or sublet. Landlord shall have thirty (30) days after receipt ------------------- * Confidential Treatment Requested of Tenant's written notice and the above specified information within which to notify Tenant in writing that Landlord elects to (i) terminate this Lease, in the case of a proposed assignment, or to terminate this Lease as to that portion of the Premises to be sublet, in the case of a proposed sublet, (ii) consent to the proposed assignment or sublet as described in Tenant's notice, or (iiiii) reasonably refuse to consent to Xxxxxx's Tenantis proposed assignment or sublet, stating the reasons for such refusal. If Landlord fails to notify Tenant in writing of its election within the thirty (30) day period, Landlord shall be deemed to have made the election in clause (iiiii) above. No consent by Landlord to any assignment or sublet shall be deemed to be a consent to a use not permitted under this Lease, to any act in violation of this Lease or to any subsequent assignment or sublet. No assignment or sublet by Tenant shall relieve Tenant of any liability theretofore or thereafter arising under this Lease. Any attempted assignment or sublet by Tenant in violation of the terms and covenants of this Section shall be void. Notwithstanding the foregoing, Landlord shall not have the right described in clause (i) above with respect to any proposed sublet of the Building E Premises or any portion thereof if the term of such proposed sublet shall expire on or prior to the third annual anniversary of the Rent Commencement Date.

Assignment or Sublet. a. Subject to the provisions hereof, Tenant Shall not shall have the right to assign this Lease or sublet the Leased Premises and its interest under this Lease, with the written consent of the Landlord, which consent shall not be unreasonably withheld or delayed. Landlord shall be considered to have acted reasonably if it withholds consent due to bona fide concerns regarding the financial condition of the proposed new occupant, the setting of rent at a rate below 95% of the prevailing rate for similar space at the Property at the time of the assignment or sublease, the entering into an assignment or sublease with either a current occupant of space at the Property or a prospective occupant whom Landlord has been soliciting. No such assignment or subletting shall in any portion thereof manner release Tenant from any of its obligations, duties, responsibilities or liabilities under this Lease, or under any extension, modification or alteration executed prior or subsequent to any such assignment or subletting. Any such subletting or assignment shall be to a tenant of a quality and for a use consistent with the Tenant and other tenants in the Buildings or the Property. Landlord reserves the right to reasonably approve any and all terms, covenants, conditions, provisions and agreements of any such assignment or subletting, and Tenant agrees not to advertise or market the Leased Premises without the prior written consent of Landlord in each instancethe Landlord, which consent shall not, subject not to Landlord's rights under clause (i) below, be unreasonably withheldwithheld or delayed. If Tenant desires to assign this Lease or to sublet the Premises, or any part thereof, Tenant No subletting shall give to Landlord written notice of its intent at least thirty (30) days in advance of the date on which Tenant desires to assign or sublet the Premises, which notice shall designate be permitted the terms of which set the proposed assignment or sublet, the identity base rent at less than 95% of the proposed assignee or sublessee, and shall be accompanied by financial statements of such proposed assignee or sublessee and such other information regarding such party and its business and reputation as shall be required by Landlord to evaluate the proposed assignment or sublet. Landlord shall have thirty (30) days after receipt of Tenant's written notice and the above specified information within which to notify Tenant in writing that Landlord elects to (i) terminate this Lease, in the case of a proposed assignment, or to terminate this Lease as to that portion prevailing rent for similar suites at Princeton Commerce Center nor at more than 105% of the Premises to be sublet, in the case of a proposed sublet, (ii) consent to the proposed assignment or sublet as described in base rent being paid by Tenant's notice, or (iii) reasonably refuse to consent to Xxxxxx's proposed assignment or sublet, stating the reasons for such refusal. If Landlord fails to notify Tenant in writing of its election within the thirty (30) day period, Landlord shall be deemed to have made the election in clause (iii) above. No consent by Landlord to any assignment or sublet shall be deemed to be a consent to a use not permitted under this Lease, to any act in violation of this Lease or to any subsequent assignment or sublet. No assignment or sublet by Tenant shall relieve Tenant of any liability theretofore or thereafter arising under this Lease. Any attempted assignment or sublet by Tenant in violation of the terms and covenants of this Section shall be void. Notwithstanding the foregoing, Landlord shall not have the right described in clause (i) above with respect to any proposed sublet of the Building E Premises or any portion thereof if the term of such proposed sublet shall expire on or prior to the third annual anniversary of the Rent Commencement Date.

Assignment or Sublet. a. The Tenant Shall may not assign this Lease lease or let or sublet the Premises whole or any portion thereof part of the leased premises without obtaining in advance the prior written consent of Landlord in each instanceLandlord, which consent shall notnot be unreasonably withheld or delayed; however, Landlord may arbitrarily refuse such consent if occupancy by the assignee or subtenant will cause the leased premises to become subject to Landlord's rights ISRA (hereinafter defined), except as a small quantity generator as defined under clause (i) belowNew Jersey laws and other than the use specifically permitted in Section 1 hereof. Except as provided in the third paragraph of this Section 16, be unreasonably withheld. If in the event Tenant desires to assign this Lease lease or to let or sublet the Premises, whole or any part thereofof the leased premises, Tenant shall give to Landlord written notice of its intent at least thirty (30) days in advance of the date on which Tenant desires its intention to assign or sublet the Premises, which notice shall designate the terms do so to Landlord together with (i) a copy of the proposed agreement of assignment or subletsublease wherein the proposed assignee assumes all of the obligations of Tenant hereunder and containing the name and address of the proposed assignee, (ii) the identity names and addresses of the principals of the proposed assignee or sublesseesubtenant, and shall be accompanied by (iii) financial statements and bank and other financial and business references of such the proposed assignee or sublessee subtenant reasonably sufficient to enable Landlord to ascertain the financial responsibility of the proposed assignee or subtenant, and such (iv) the federal Standard Industrial Classification number of the proposed assignee or subtenant in the form of an Environmental Affidavit and all other information regarding such party and its business and reputation as shall be required by Landlord pursuant to evaluate the proposed assignment or subletParagraph 34 m of this lease. Landlord shall have Within thirty (30) days after its receipt of Tenant's written notice and the above specified information within which to notify Tenant in writing that Landlord elects to said notice, Landlord, at its option, may either (i) terminate this Lease, lease upon the later of thirty (30) days' written notice to Tenant or the date on which Tenant was to vacate the leased premises under the terms of the proposed sublease or assignment and recover the leased premises (in the case which event Tenant shall be released from all of a proposed assignmentits obligations and responsibilities under this lease), or to terminate this Lease as to that portion of the Premises to be sublet, in the case of a proposed sublet, (ii) consent to the proposed assignment or sublet subletting, in which event the rent due to Landlord under this lease shall automatically be increased by seventy-five (75%) percent of the amount, if any, which all rent or other consideration received by Tenant from such assignee or subtenant (prorated on a square-foot basis for less than the entire leased premises) exceeds the rent then due to Landlord pursuant to this lease less the amount of real estate brokerage commissions and other expenses reasonably related to the assignment or sublease (all prorated over the term of the assignment or sublease) paid to unrelated third parties. Any such assignment or subletting shall not relieve Tenant from all of its obligations and responsibilities under this lease for the entire leased premises. The transfer of a majority of the issued and outstanding capital stock of any corporate Tenant or a transfer of the total proprietary interest of any partnership Tenant, however the same may be accomplished, and whether in single transaction or in a series of related or unrelated transactions, shall be deemed to be an assignment of this lease. Likewise, an increase in the number of issued and/or outstanding shares of the capital stock of any corporate Tenant and/or the creation of one or more additional classes of capital stock of any corporate Tenant, however accomplished and whether in a single transaction or a series of related or unrelated transactions, with the result that at least fifty-one (51%) percent of the beneficial interest and record ownership in and to such Tenant shall no longer be held by the beneficial and record owners of the capital stock of such corporate Tenant as described of the date hereof, or the date on which such corporation shall become the Tenant hereunder (whichever is later), shall be deemed to be an assignment of this lease. Notwithstanding any provision of this Section 16 to the contrary, Landlord's consent shall not be required nor shall Landlord have the right to terminate this lease and recover the leased premises nor shall the rent be increased in Tenant's noticethe event Tenant (i) merges or consolidates with another entity, or (ii) transfers substantially all of its assets or common stock to another entity, or (iii) reasonably refuse assigns this lease or sublets the leased premises to consent another entity which is controlled by Tenant or is under common control of Tenant and another entity, all provided that the entity to Xxxxxx's proposed which this lease is assigned has a net worth (excluding goodwill and similar intangible assets) at the time of the assignment or subletnot less than fifty one (51%) percent of the net worth (excluding goodwill and similar intangible assets) of Tenant on the date of signing of this lease. However, stating if any of said events should occur, Tenant shall give prompt written notice of the reasons event to Landlord and shall furnish Landlord with the information provided for such refusal. If Landlord fails to notify Tenant in writing of its election within the thirty (30) day periodi), Landlord shall be deemed to have made the election in clause (ii), (iii) above. No consent by Landlord to any assignment or sublet shall be deemed to be a consent to a use not permitted under this Lease, to any act in violation and (iv) of the first paragraph of this Lease or to any subsequent assignment or sublet. No assignment or sublet by Tenant shall relieve Tenant of any liability theretofore or thereafter arising under this Lease. Any attempted assignment or sublet by Tenant in violation Paragraph 16 together with a current financial statement of the terms new entity and covenants of this Section shall be void. Notwithstanding the foregoing, Landlord shall not have the right described in clause (i) above with respect to any proposed sublet a financial statement of the Building E Premises or any portion thereof if the term of such proposed sublet shall expire on or prior to the third annual anniversary assignor as of the Rent Commencement Datedate provided in the next preceding sentence.

Assignment or Sublet. a. Tenant Shall shall not assign this Lease or sublet the Premises or any portion thereof without the prior written consent of Landlord in each instance, which consent shall not, subject to Landlord's rights under clause (i) below, be unreasonably withheld. If Tenant desires to assign this Lease or to sublet the Premises, or any part thereof, Tenant shall give to Landlord written notice of its intent at least thirty (30) days in advance of the date on which Tenant desires to assign or sublet the Premises, which notice shall designate the terms of the proposed assignment or sublet, the identity of the proposed assignee or sublessee, and shall be accompanied by financial statements of such proposed assignee or sublessee and such other information regarding such party and its business and reputation as shall be required by Landlord to evaluate the proposed assignment or sublet. Landlord shall have thirty (30) days after receipt of Tenant's written notice and the above specified information within which to notify Tenant in writing that Landlord elects to (i) terminate this Lease, in the case of a proposed assignment, or to terminate this Lease as to that portion of the Premises to be sublet, in the case of a proposed subletsublet the term of which extends into the last three (3) years of the then Term of this Lease, (ii) consent to the proposed assignment or sublet as described in Tenant's notice, or (iii) reasonably refuse to consent to XxxxxxTenant's proposed assignment assxxxxxxt or sublet, stating the reasons for reasonable reasoxx xxx such refusal. If Landlord fails to notify Tenant in writing of its election within the thirty (30) day period, Landlord shall be deemed to have made the election in clause (iii) above. No consent by Landlord to any assignment or sublet shall be deemed to be a consent to a use not permitted under this Lease, to any act in violation of this Lease or to any subsequent assignment or sublet. No assignment or sublet by Tenant shall relieve Tenant of any liability theretofore or thereafter arising under this Lease. Any attempted assignment or sublet by Tenant in violation of the terms and covenants of this Section shall be void. Notwithstanding The parties hereto agree and acknowledge that, among other circumstances for which Landlord may reasonably withhold its consent to an assignment or sublease, it shall be reasonable for Landlord to withhold its consent where the foregoingassignment or subletting would cause or trigger, Landlord shall not have the right described in clause (i) above with respect to any proposed sublet of the Building E Premises or any portion thereof if the term of such proposed sublet shall expire on or prior to the third annual anniversary of the Rent Commencement Dateunder applicable Legal Requirements, a requirement for Beam Alterations.

Assignment or Sublet. a. Tenant Shall shall not assign this Lease or sublet the Premises or any portion thereof without the prior written consent of Landlord in each instance, which consent shall not, subject to Landlord's ’s rights under clause (i) below, be unreasonably withheld. If Tenant desires to assign this Lease or to sublet the Premises, Premises or any part thereof, Tenant shall give to Landlord written notice of its intent at least thirty sixty (3060) days in advance of the date on which Tenant desires to assign or sublet the Premises, which notice shall designate the terms of the proposed assignment or sublet, the identity of the proposed assignee or sublessee, and shall be accompanied by financial statements of such proposed assignee or sublessee and such other information regarding such party and its business and reputation as shall be required by Landlord to evaluate the proposed assignment or sublet. Landlord shall have thirty (30) days after receipt of Tenant's ’s written notice and the above specified information within which to notify Tenant in writing that Landlord elects to (i) terminate this Lease, in the case of a proposed assignment, or to terminate this Lease as to that portion of the Premises to be sublet, in the case of a proposed sublet, (ii) consent to the proposed assignment or sublet as described in Tenant's ’s notice, or (iii) reasonably refuse to consent to Xxxxxx's ’s proposed assignment or sublet, stating the reasons for such refusal. If Landlord fails to notify Tenant in writing of its election within the thirty (30) day period, Landlord shall be deemed to have made the election in clause (iii) above. No consent by Landlord to any assignment or sublet shall be deemed to be a consent to a use not permitted under this Lease, to any act in violation of this Lease or to any subsequent assignment or sublet. No assignment or sublet by Tenant shall relieve Tenant of any liability theretofore or thereafter arising under this Lease. Any An attempted assignment or sublet by Tenant in violation of the terms and covenants of this Section shall be void. Notwithstanding the foregoing, Landlord shall not have the right described in clause (i) above with respect to any proposed sublet of the Building E Premises or any portion thereof if the term of such proposed sublet shall expire on or prior to the third annual anniversary of the Rent Commencement Date.

Assignment or Sublet. a. Tenant Shall shall not assign this Lease or sublet the Premises or any portion thereof without the prior written consent of Landlord in each instance, which consent shall not, subject to Landlord's ’s rights under clause (i) below, be unreasonably withheld. If Tenant desires to assign this Lease or to sublet the Premises, or any part thereof, Tenant shall give to Landlord written notice of its intent at least thirty (30) days in advance of the date on which Tenant desires to assign or sublet the Premises, which notice shall designate the terms of the proposed assignment or sublet, the identity of the proposed assignee or sublessee, and shall be accompanied by financial statements of such proposed assignee or sublessee and such other information regarding such party and its business and reputation as shall be required by Landlord to evaluate the proposed assignment or sublet. Landlord shall have thirty (30) days after receipt of Tenant's ’s written notice and the above specified information within which to notify Tenant in writing that Landlord elects to (i) terminate this Lease, in the case of a proposed assignment, or to terminate this Lease as to that portion of the Premises to be sublet, in the case of a proposed sublet, (ii) consent to the proposed assignment or sublet as described in Tenant's ’s notice, or (iii) reasonably refuse to consent to Xxxxxx's Tenant’s proposed assignment or sublet, stating the reasons for such refusal. If Landlord fails to notify Tenant in writing of its election within the thirty (30) day period, Landlord shall be deemed to have made the election in clause (iii) above. No consent by Landlord to any assignment or sublet shall be deemed to be a consent to a use not permitted under this Lease, to any act in violation of this Lease or to any subsequent assignment or sublet. No assignment or sublet by Tenant shall relieve Tenant of any liability theretofore or thereafter arising under this Lease. Any attempted assignment or sublet by Tenant in violation of the terms and covenants of this Section shall be voidvoice. Notwithstanding the foregoing, Landlord shall not have the right described in clause (i) above with respect to any proposed sublet of the Building E Premises or any portion thereof if it the term terms of such proposed sublet shall expire on or prior to the third annual anniversary of the Rent Commencement Date.

Assignment or Sublet. a. Tenant Shall not assign this Lease or sublet the Premises or any portion thereof without the prior written consent of Landlord in each instance, which consent shall not, subject to Landlord's rights under clause (i) below, be unreasonably withheld. If Tenant desires to assign this Lease or to sublet the Premises, or any part thereof, Tenant shall give to Landlord written notice of its intent at least thirty sixty (3060) days in advance of the date on which Tenant desires to assign or sublet the Premises, which notice shall designate the terms of the proposed assignment or sublet, the identity of the proposed assignee or sublessee, and shall be accompanied by financial statements of such proposed assignee or sublessee and such other information regarding such party and its business and reputation as shall be required by Landlord to evaluate the proposed assignment or sublet. Landlord shall have thirty (30) days after receipt of Tenant's written notice and the above specified information within which to notify Tenant in writing that Landlord elects to (i) terminate this Lease, in the case of a proposed assignment, or to terminate this Lease as to that portion of the Premises to be assigned or sublet, in which event Tenant will be relieved of all further obligation hereunder as to the case of a proposed sublet, space; (ii) consent permit Tenant to assign this Lease or sublet the Premises, subject, however, to written approval of the proposed assignee or subtenant by Landlord, and further subject to the proposed requirement that Tenant enter into written agreements with Landlord and the assignee or subtenant requiring that seventy-five percent (75%) of the excess moneys due to Tenant under the assignment or sublet as described in Tenant's notice, over the Rent to be required to be paid by Tenant hereunder shall be paid to Landlord; or (iii) reasonably refuse to consent to XxxxxxTenant's proposed assignment or sublet, stating sublet and to continue this Lease in full force and effect as to the reasons for such refusalentire Premises. Landlord's xxxxxxx to any Assignment or Sublet shall not be unreasonably withheld. If Landlord fails to notify Tenant in writing of its election within the thirty (30) day period, Landlord shall be deemed to have made elected the election option set forth in clause Subsection (iii) abovehereof. No consent by Landlord to any assignment or sublet shall be deemed to be a consent to a use not permitted under this Lease, to any act in violation of this Lease or to any subsequent assignment or sublet. No assignment or sublet by Tenant shall relieve Tenant of any liability theretofore or thereafter arising obligation under this Lease. Any attempted assignment or sublet by Tenant in violation of the terms and covenants of this Section shall be void. Notwithstanding the foregoing, Landlord shall not have the right described in clause (i) above with respect to any proposed sublet of the Building E Premises or any portion thereof if the term of such proposed sublet shall expire on or prior to the third annual anniversary of the Rent Commencement Date.

Assignment or Sublet. a. Tenant Shall shall not assign this Lease or sublet the Premises or any part thereof, or allow the occupation or use of the Premises (or any portion thereof thereof) by persons other than Tenant in a manner that would be equivalent to a sublease or assignment under applicable law, without the prior written consent of Landlord. Notwithstanding the foregoing provisions hereof, Landlord in each instanceagrees that its consent to assignment or subletting will not be unreasonably withheld; provided, which consent shall nothowever, subject to that it is expressly further agreed that Tenant's sole and exclusive remedy for Landlord's rights under clause failure or refusal to approve or consent to a proposed assignment of this Lease or sublease of the Premises, if such refusal of consent is unreasonable, shall be an action for a declaratory judgment or injunction to declare Tenant's right to make the assignment or sublease free of conditions or objections that are determined to be unreasonable, and to recover (i) belowits reasonable attorney's fees and costs of court incurred in so doing, and (ii) Tenant's actual proven damages proximately resulting from Landlord's wrongful withholding of consent in bad faith but not to exceed a maximum recovery of damages against Landlord of $500,000.00, Tenant hereby expressly waiving any and all other rights and remedies, including, without limitation, any right to claim additional damages, actual, consequential, punitive or otherwise. The requirement for Landlord to be unreasonably withheld. If Tenant desires to assign reasonable in granting such consent shall never require that Landlord modify the provisions of this Lease in connection with such assignment or subletting or to sublet the Premises, or any part thereof, Tenant shall give to Landlord written notice be in breach of its intent at least thirty Mortgage. Landlord shall have twenty (3020) days in advance after receipt from Tenant of the date on which Tenant desires to assign or sublet the Premises, which notice shall designate the terms a request for approval of the proposed assignment or sublet, the identity of the subletting (as to a particular proposed assignee or sublessee, not for approval "generically"), together with (1) the assignee's or sublessee's exact legal name, business address and shall nature and jurisdiction of entity formation (if an entity), (2) a reasonably detailed description of the types of business conducted by the assignee or sublessee, and those types planned to be accompanied by carried out at the Premises, (3) the proposed form of assignment and assumption of Lease or sublease to be used for the transaction, (4) current financial statements of the assignee or sublessee, (5) a statement of the Excess Consideration (hereinbelow defined) to be paid to the existing Tenant in such proposed assignment or subletting transaction, and (6) the deposit for review costs as described below, to give its written approval or disapproval of the assignment or subletting, and provide any conditions or requirements that it is imposing in connection with any approval. Such initial request for consent and initial accompanying information and deposit required by the preceding sentence is herein collectively called the "INITIALLY REQUIRED INFORMATION." Within five (5) business days, Tenant shall supply such other reasonable information regarding the assignee or sublessee and such other their business as Landlord may request in writing, and Landlord's response period for its consent or denial of approval will be extended day for day for each day of delay by Tenant, beyond the time permitted, in supplying supplemental information regarding such party and its business and reputation as shall be required requested by Landlord after submission of the Initially Required Information. Failure by Landlord to evaluate respond in writing to Tenant's request within the specified response period shall be deemed Landlord's election to disapprove the proposed assignment or subletsubletting. Fifty percent (50%) of all rents and consideration received by Tenant from such assignment or subletting, if approved by Landlord as herein required, to the extent in excess of the Base Rental and Additional Rent payable by Tenant hereunder ("EXCESS CONSIDERATION"), shall have thirty be payable by Tenant (30) days after receipt of Tenant's written notice and the above specified information within which to notify Tenant in writing that Landlord elects to (i) terminate this Leaseand, in the case of a proposed assignment, its assignee is jointly liable to pay) to Landlord as Additional Rent hereunder within three (3) business days after Tenant's receipt thereof (or to terminate this Lease as to that portion of the Premises to be sublet, in the case of assignment, the assignee shall pay Landlord such sum in lieu of paying it to Tenant). As a proposed sublet, (ii) consent further condition to the proposed Landlord's review or consideration of any Tenant request for approval for assignment or sublet subletting, Tenant shall pay all of Landlord's costs and expenses, including reasonable attorneys' fees, cost of credit reports and reasonable accounting fees, incurred in connection with evaluating such request and shall make a $1,000.00 deposit with Landlord toward such expenses, as described in a condition to Landlord's consideration of Tenant's noticerequest for consent, or (iii) reasonably refuse to consent to Xxxxxx's proposed assignment or sublet, stating the reasons for such refusal. If Landlord fails to notify Tenant in writing of its election within the thirty (30) day period, Landlord shall be deemed to have made the election in clause (iii) above. No consent by Landlord to with any assignment or sublet shall be deemed unused/uncommitted portion to be a returned with reasonable promptness after granting or denial of consent to a use not permitted under this Lease, to and determination of the amount by third party invoicing and any act in violation of this Lease or to any subsequent assignment or sublet. No assignment or sublet additional expense owing by Tenant shall relieve Tenant to be paid as Additional Rent hereunder within ten (10) days of Landlord's demand, but in any event prior to effectiveness of any liability theretofore or thereafter arising under this LeaseLandlord's consent. Any attempted or purported assignment or sublet subletting by Tenant in violation without such written consent of the terms and covenants of this Section Landlord shall be void. Notwithstanding the foregoingFor purposes of this Section, Landlord shall a merger or consolidation of Tenant with another entity or entities, or sale of a controlling interest in Tenant's stock or equities at any level of control (except a public offering of stock or sale of publicly traded stock) will not have the right described in clause (i) above with respect to any proposed sublet be considered an assignment of the Building E Premises or any portion thereof if the term of such proposed sublet shall expire on or prior this Lease to the third annual anniversary of the Rent Commencement Datesurviving or purchasing entity whether or not otherwise so considered under applicable law.