Common use of Assignment Subleasing Clause in Contracts

Assignment Subleasing. Licensee may not, directly or indirectly, assign this Agreement as a whole, or any portion of Licensee’s rights, title and interests hereunder without Licensor’s prior written consent. In no event may Licensee sublet, sublease, or permit any use of the Tower Facility or Licensed Space by any other party. Any permitted assignee shall expressly assume, and become bound by, all of Licensee’s obligations under this Agreement. Licensor may freely assign, transfer, or sublease this Agreement and, in such event, Licensor shall be relieved of all of its obligations under this Agreement from and after the date of such assignment or transfer. Licensee shall pay Licensor a fee of $500.00 (which fee shall increase annually on each anniversary of the Commencement Date by a percentage rate increase equal to the Annual Escalator) in each instance in which Licensee requests Licensor to consent to an assignment of this Agreement or in which Licensee seeks an estoppel certificate, non-disturbance agreement, subordination agreement or other similar agreement to defray the administrative cost incurred by Licensor to process such requests, prepare and process any necessary documentation, and modify its database and other information systems to reflect any such agreement. Such fee is due upon submission of Licensor’s request and is hereby deemed fully earned by Licensor upon receipt. Notwithstanding anything to the contrary, Licensor may condition its consent to any assignment, on among other things, (i) requiring that the assignee execute a new form of license agreement so long as the Monthly License Fee and Initial and Renewal Terms of such agreement are consistent with those set forth in this Agreement, and (ii) requiring the assignee to demonstrate that it maintains at the time of such assignment, as evidenced by current financial statements provided to Licensor, a financial position reasonably demonstrating the ability of such assignee to meet and perform the obligations of Licensee hereunder through the unexpired balance of the then current Initial Term or Renewal Term. Any purported assignment by Licensee in violation of the terms of this Agreement shall be void. This Agreement shall be binding upon the successors and permitted assigns of both Parties.

Assignment Subleasing. Licensee may 14.1 Tenant shall not, directly or indirectlyvoluntarily, assign this Agreement as a wholeby operation of law, or any portion of Licensee’s rightsotherwise, title and interests hereunder without Licensor’s prior written consent. In no event may Licensee sublet, sublease, or permit any use of the Tower Facility or Licensed Space by any other party. Any permitted assignee shall expressly assume, and become bound by, all of Licensee’s obligations under this Agreement. Licensor may freely assign, transfer, mortgage, pledge or encumber this Lease or sublease the Leased Premises or any part thereof, or grant a right to any person other than Tenant, its employees, agents, servants and invitees to occupy or use the Leased Premises or any portion thereof, without the express prior written consent of Landlord; provided, however, Landlord agrees to consent to the collateral assignment of this Agreement andLease in the form attached hereto as Exhibit G to Tenant's Lender, such consent to be in the form attached hereto as Exhibit H. Any attempt to do any of the foregoing without such written consent shall be null and void and of no affect, and shall further constitute a material default under this Lease. If Tenant so requests Landlord's consent, said request shall be in writing specifying the duration of said desired sublease or assignment, the date same is to occur, the exact location of the space affected thereby and the proposed rentals on a square foot basis chargeable thereunder, and shall be submitted to Landlord at least sixty (60) days in advance of the date on which Tenant desires to make such assignment or sublease or allow such occupancy or use. Upon such request, Landlord may, in its sole discretion, (i) grant such eventconsent subject to Landlord's approval of the assignee, Licensor shall transferee, subtenant or mortgagee, or (ii) elect to terminate this Lease, or (iii) suspend this Lease as to the space to be affected by such assignment, sublease or other event specified above for the duration specified by Tenant in its notice, in which event Tenant will be relieved of all of its obligations under this Agreement from and after the date of hereunder as to such assignment or transfer. Licensee shall pay Licensor space during such suspension, including a fee of $500.00 (which fee shall increase annually on each anniversary suspension of the Commencement Date by a percentage rate increase equal rent hereunder in proportion to the Annual Escalator) in each instance in which Licensee requests Licensor to consent to an assignment portion of this Agreement or in which Licensee seeks an estoppel certificatethe Leased Premises affected thereby (but after said suspension, non-disturbance agreementif the suspension is not for the full term hereof, subordination agreement or other similar agreement to defray the administrative cost incurred by Licensor to process such requests, prepare and process any necessary documentation, and modify its database and other information systems to reflect any such agreement. Such fee is due upon submission of Licensor’s request and is hereby deemed fully earned by Licensor upon receipt. Notwithstanding anything Tenant shall once again become liable hereunder as to the contrary, Licensor may condition its consent to any assignment, on among other things, (i) requiring that the assignee execute a new form of license agreement so long as the Monthly License Fee and Initial and Renewal Terms of such agreement are consistent with those set forth in this Agreement, and (ii) requiring the assignee to demonstrate that it maintains at the time of such assignment, as evidenced by current financial statements provided to Licensor, a financial position reasonably demonstrating the ability of such assignee to meet and perform the obligations of Licensee hereunder through the unexpired balance of the then current Initial Term or Renewal Term. Any purported assignment by Licensee in violation of the terms of this Agreement shall be void. This Agreement shall be binding upon the successors and permitted assigns of both Partiesapplicable space).

Assignment Subleasing. Licensee With the exception of a tenant that would render the Leased Premises or a portion thereof a "tax-exempt use property" within the meaning of Section 168(h) of the Code, Tenant may notassign its interest in this Lease and may sublet the Leased Premises in whole or in part, directly from time to time, without the consent of Landlord. Except for any right to place a lien on its personal property, Tenant shall have no rights to mortgage or indirectlyotherwise hypothecate its leasehold interest under this Lease. With respect to any assignment or sublease to an entity that is not an Affiliate, assign this Agreement as Tenant shall provide Landlord with a whole, written summary of the material terms of such assignment or sublease prior to the commencement date thereof. Each sublease of the Leased Premises or any portion part thereof shall be subject and subordinate to the provisions of Licensee’s rights, title and interests hereunder without Licensor’s prior written consentthis Lease. In no event may Licensee sublet, sublease, No assignment or permit sublease shall affect or reduce any use of the Tower Facility or Licensed Space by any other party. Any permitted assignee shall expressly assumeobligations of Tenant hereunder, and become bound byall such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made. Notwithstanding any assignment or subletting, (i) Tenant shall continue to remain primarily liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all of Licensee’s its other obligations under this AgreementLease and (ii) Lease Guarantor shall continue to remain primarily liable for each of its payment and performance obligations under the Lease Guaranty. Licensor may freely assign, transfer, No assignment or sublease shall impose any obligations on Landlord under this Agreement andLease except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment of this Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in such event, Licensor recordable form and (ii) an agreement executed and acknowledged by the assignee in recordable form wherein the assignee shall be relieved of agree to assume and agree to observe and perform all of its obligations under the terms and provisions of this Agreement Lease on the part of the Tenant to be observed and performed from and after the date of such assignment or transferassignment. Licensee In the case of a sublease, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease. Upon the occurrence of an Event of Default under this Lease, Landlord shall pay Licensor a fee have the right to collect and enjoy all rents and other sums of $500.00 (which fee shall increase annually on each anniversary money payable under any sublease of any of the Commencement Date by a percentage rate increase equal to the Annual Escalator) in each instance in which Licensee requests Licensor to consent to an assignment of this Agreement or in which Licensee seeks an estoppel certificate, non-disturbance agreement, subordination agreement or other similar agreement to defray the administrative cost incurred by Licensor to process such requests, prepare and process any necessary documentationLeased Premises, and modify its database Tenant hereby irrevocably and other information systems unconditionally assigns such rents and money to reflect any such agreement. Such fee is due Landlord, which assignment may be exercised upon submission and after (but not before) the occurrence of Licensor’s request and is hereby deemed fully earned by Licensor upon receipt. Notwithstanding anything to the contrary, Licensor may condition its consent to any assignment, on among other things, (i) requiring that the assignee execute a new form an Event of license agreement so long as the Monthly License Fee and Initial and Renewal Terms of such agreement are consistent with those set forth in this Agreement, and (ii) requiring the assignee to demonstrate that it maintains at the time of such assignment, as evidenced by current financial statements provided to Licensor, a financial position reasonably demonstrating the ability of such assignee to meet and perform the obligations of Licensee hereunder through the unexpired balance of the then current Initial Term or Renewal Term. Any purported assignment by Licensee in violation of the terms of this Agreement shall be void. This Agreement shall be binding upon the successors and permitted assigns of both PartiesDefault.

Assignment Subleasing. Licensee With the exception of a tenant that would render the Leased Premises or a portion thereof a "tax-exempt use property" within the meaning of Section 168(h) of the Code, Tenant may notassign its interest in this Lease and may sublet or grant licenses to the Leased Premises in whole or in part, directly from time to time, without the consent of Landlord, provided that, in the case of an assignment (whether or indirectlynot Tenant is released in connection therewith pursuant to subparagraph (b) below), assign Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such assignment. Tenant shall have no rights to mortgage or otherwise hypothecate its leasehold interest under this Agreement Lease. With respect to any sublease to an entity that is not an Affiliate of Tenant and which relates to at least 10% of the usable square feet of the Leased Premises, Tenant shall provide Landlord with a written summary of the material terms of such sublease prior to the commencement date thereof. For purposes of this Paragraph 17(a), the term "assignment" and "assign" shall not include any sale of the stock of Tenant, provided that (i) the Lease Guarantor reaffirms its obligations under the Lease Guaranty after giving effect to such sale and (ii) such sale does not result in an Event of Default. Each sublease or license of the Leased Premises or any part thereof shall be subject and subordinate to the provisions of this Lease, and the term of each such sublease shall terminate on or before the Expiration Date. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a wholeprincipal and not as obligations of a guarantor, as if no assignment or sublease had been made, provided that if Tenant assigns its interest hereunder to any entity that has acquired all, or any portion substantially all, of Licensee’s rightsTenant's assets, title and interests hereunder without Licensor’s prior written consent. In no event may Licensee sublet, sublease, or permit any use of the Tower Facility or Licensed Space by any other party. Any permitted assignee shall expressly assume, and become bound by, all of Licensee’s obligations under this Agreement. Licensor may freely assign, transfer, or sublease this Agreement and, in such event, Licensor Tenant shall be relieved of all of its obligations under this Agreement Lease from and after the effective date of such assignment so long as (i) the assignee has executed the agreement referred to below in this paragraph and (ii) such sale or transfer of assets by Tenant does not result in an Event of Default. Notwithstanding any assignment or subletting, but subject to the foregoing sentence, Tenant shall continue to remain primarily liable and responsible for the payment of the Basic Rent and Additional Rent and the performance of all its other obligations under this Lease. No assignment or sublease shall impose any obligations on Landlord, except as otherwise provided in this Lease. Tenant agrees that in the case of an assignment of this Lease, Tenant shall, within fifteen (15) days after the execution and delivery of any such assignment, deliver to Landlord (i) a duplicate original of such assignment in recordable form and (ii) an agreement executed and acknowledged by Tenant and its assignee in recordable form wherein the assignee shall agree to assume and agree to observe and perform all of the terms and provisions of this Lease on the part of the Tenant to be observed and performed from and after the date of such assignment. In the case of a sublease which relates to more than 10% of the usable square feet of the Leased Premises, Tenant shall, within fifteen (15) days after the execution and delivery of such sublease, deliver to Landlord a duplicate original of such sublease; with respect to each other sublease, Tenant shall provide a copy thereof to Landlord promptly after Landlord's request therefor. Upon the occurrence and during the continuance of an Event of Default under this Lease, Landlord shall have the right to collect and enjoy all rents and other sums of money payable under any sublease or license of any of the Leased Premises, and Tenant hereby irrevocably and unconditionally assigns such rents and money to Landlord, which assignment or transfer. Licensee may be exercised upon and after (but not before) the occurrence of an Event of Default, provided, however, that if such Event of Default is subsequently cured and this Lease has not been terminated, Landlord shall pay Licensor a fee of $500.00 (which fee shall increase annually on each anniversary of the Commencement Date by a percentage rate increase equal to the Annual Escalator) in each instance in which Licensee requests Licensor Tenant all amounts it received pursuant to consent such assignment that have not been applied to an assignment of this Agreement or in which Licensee seeks an estoppel certificate, non-disturbance agreement, subordination agreement or other similar agreement to defray the administrative cost incurred by Licensor to process such requests, prepare and process any necessary documentation, and modify its database and other information systems to reflect any such agreement. Such fee is due upon submission of Licensor’s request and is hereby deemed fully earned by Licensor upon receipt. Notwithstanding anything to the contrary, Licensor may condition its consent to any assignment, on among other things, (i) requiring that the assignee execute a new form of license agreement so long as the Monthly License Fee and Initial and Renewal Terms of such agreement are consistent with those set forth in this Agreement, and (ii) requiring the assignee to demonstrate that it maintains at the time of such assignment, as evidenced by current financial statements provided to Licensor, a financial position reasonably demonstrating the ability of such assignee to meet and perform the obligations of Licensee hereunder through the unexpired balance of the then current Initial Term or Renewal Term. Any purported assignment by Licensee in violation of the terms of this Agreement shall be void. This Agreement shall be binding upon the successors and permitted assigns of both PartiesTenant hereunder.

Assignment Subleasing. Licensee may notLESSEE agrees not to sell, directly assign, mortgage, pledge, franchise or indirectly, assign in any manner transfer this Agreement as a whole, Lease or any portion estate of Licensee’s rights, title interest thereunder and interests hereunder without Licensor’s prior written consent. In no event may Licensee sublet, sublease, not to sublet the Leased Premises or any part or parts thereof and not to permit any use licensee or concessionaire therein without the previous written consent of the Tower Facility or Licensed Space by any other party. Any permitted assignee shall expressly assume, and become bound by, all of Licensee’s obligations under this Agreement. Licensor may freely assign, transfer, or sublease this Agreement and, in such event, Licensor shall be relieved of all of its obligations under this Agreement from and after the date of such assignment or transfer. Licensee shall pay Licensor a fee of $500.00 (which fee shall increase annually on each anniversary of the Commencement Date by a percentage rate increase equal to the Annual Escalator) LESSOR in each instance in which Licensee requests Licensor first obtained. Consent to consent a subletting by LESSEE shall not be unreasonably withheld or delayed. Consent by LESSOR to an one assignment of this Agreement Lease or in which Licensee seeks an estoppel certificateto one subletting, non-disturbance agreementsale, subordination agreement mortgage, pledge or other transfer including licensing or the grant of a concession shall not be a waiver of LESSOR'S right under this Article as to any subsequent similar agreement action. Notwithstanding any assignment or subletting, LESSEE shall remain fully liable on this Lease and shall not be released from performing any of the terms, covenants and conditions of this Lease. If, any time during the term of this Lease, LESSEE (and/or the guarantor of LESSEE, if any) is a corporation or a trust (whether or not having shares of beneficial interest) and there shall occur any change in the identity of any of the persons then having power to defray control the administrative cost incurred by Licensor election or appointment of the directors, trustees, or other persons exercising like functions and managing the affairs of LESSEE to process such requestsother than the families of the principals of LESSEE, prepare and process any necessary documentationthe same shall be deemed an assignment requiring consent hereunder, and modify its database LESSEE shall so notify LESSOR thereof. This section shall not apply if the LESSEE (and/or guarantor, if any) named herein is a corporation and other information systems the outstanding voting stock thereof is listed on a recognized securities exchange or is wholly owned by another corporation whose outstanding voting stock is so listed. LESSOR'S rights to reflect assign this Lease are and shall remain unqualified. Upon any such agreement. Such fee is due upon submission bona fide sale of Licensor’s request the Leased Premises in an arms length transaction and is hereby deemed fully earned by Licensor upon receipt. Notwithstanding anything provided the purchaser agrees to assume all past and future obligations of LESSOR under this Lease, LESSOR shall thereupon and not otherwise be entirely freed of all obligations of the contrary, Licensor may condition its consent LESSOR hereunder and shall not be subject to any assignmentliability resulting from any act or omission or event occurring after such conveyance, on among except that any covenant or obligation of LESSOR hereunder affecting land owned by LESSOR shall continue for its term during such ownership, but no longer. Upon the sale or other things, (i) requiring that the assignee execute a new form transfer of license agreement so long as the Monthly License Fee and Initial and Renewal Terms of such agreement are consistent with those set forth LESSOR'S interest in this AgreementLease, LESSEE agrees to recognize and attorn to such transferee as LESSOR, and (ii) requiring LESSEE further agrees to execute and deliver a recordable instrument setting forth the assignee to demonstrate that it maintains at the time of such assignment, as evidenced by current financial statements provided to Licensor, a financial position reasonably demonstrating the ability of such assignee to meet and perform the obligations of Licensee hereunder through the unexpired balance of the then current Initial Term or Renewal Term. Any purported assignment by Licensee in violation of the terms provisions of this Agreement shall be void. This Agreement shall be binding upon the successors and permitted assigns of both Partiesparagraph.

Assignment Subleasing. Licensee may not, directly or indirectly, Tenant shall not assign this Agreement as a wholeLease or sublet the whole or any part of the Leased Property without Landlord's prior written consent, which consent shall not be unreasonably withheld or delayed; it being agreed, however, that Landlord will give its consent to any sublease or assignment of all or any portion of Licensee’s rightsthe Leased Property to a GIGA Entity for the Permitted Use or to a successor entity by reason of merger or acquisition of substantially all of Tenant's stock or assets. Notwithstanding such consent, title Tenant shall remain liable to Landlord for the payment of all Base Rent, Additional Charges, any other charges due hereunder, and interests hereunder without Licensor’s prior written consent. In no event may Licensee sublet, sublease, or permit any use for the full performance of the Tower Facility or Licensed Space by any other party. Any permitted assignee shall expressly assume, covenants and become bound by, all of Licensee’s obligations under this Agreement. Licensor may freely assign, transfer, or sublease this Agreement and, in such event, Licensor shall be relieved of all of its obligations under this Agreement from and after the date of such assignment or transfer. Licensee shall pay Licensor a fee of $500.00 (which fee shall increase annually on each anniversary of the Commencement Date by a percentage rate increase equal to the Annual Escalator) in each instance in which Licensee requests Licensor to consent to an assignment conditions of this Agreement or in which Licensee seeks an estoppel certificate, non-disturbance agreement, subordination agreement or other similar agreement to defray the administrative cost incurred by Licensor to process such requests, prepare and process any necessary documentation, and modify its database and other information systems to reflect any such agreementLease. Such fee is due upon submission of Licensor’s request and is hereby deemed fully earned by Licensor upon receipt. Notwithstanding anything to the contrary, Licensor may condition its Landlord's consent to any assignmentsuch transfer, on among assignment or sublease will not be deemed a consent to any subsequent transfer, assignment or sublease. In the event of any such transfer, assignment or subletting, Tenant shall pay to Landlord as additional rent hereunder one hundred percent (100%) of all sums or other things, (i) requiring economic consideration that the assignee execute Tenant receives as a new form of license agreement so long as the Monthly License Fee and Initial and Renewal Terms result of such agreement are consistent with those set forth transfer, assignment or subletting, which exceed in the aggregate the total sums which Tenant is obligated to pay Landlord under this AgreementLease (in the case of a sublease, and (ii) requiring the assignee prorated to demonstrate reflect obligations allocable to that it maintains at the time of such assignment, as evidenced by current financial statements provided to Licensor, a financial position reasonably demonstrating the ability of such assignee to meet and perform the obligations of Licensee hereunder through the unexpired balance portion of the then current Initial Term or Renewal TermLeased Property). Any purported assignment by Licensee in violation In the event of a default under the terms of this Agreement Lease, if the Leased Property or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may at its option collect directly from assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rent against any sums due it by Tenant hereunder, and no such collection shall be void. This Agreement shall be binding upon construed to constitute a novation or a release of Tenant from the successors and permitted assigns further performance of both Partiesits obligations hereunder.

Assignment Subleasing. Licensee may notThe Lessee shall not assign, directly sublet, mortgage, pledge encumber or indirectlyotherwise transfer the whole or any part of the Premises without Lessor’s prior written consent, assign this Agreement as a wholewhich consent shall not be unreasonably withheld or delayed, except that Lessor’s consent will not be required (but thirty (30) days prior written notice shall be given) for any sublease or assignment of all or any portion of Licenseethe Premises to affiliates or subsidiaries of Lessee, or to any successor resulting from an acquisition, merger or consolidation, provided such entity has a financial position equal or better to Xxxxxx’s rightsfinancial position of the date of execution of this Lease. Notwithstanding such consent, title Lessee shall remain liable to Lessor for the payment of all rent and interests hereunder without Licensor’s prior written consentfor the full performance of the covenants and conditions of this Lease. In no event may Licensee If this Lease is assigned or if the Premises or any part thereof is sublet, subleasethe Lessor may collect rent and other charges from the assignee or Sublessee and apply the net amount collected to the rent and other charges due from the Lessee hereunder, but no such assignment, subletting, collection, or permit modification of any use provisions of this lease shall be deemed to be a waiver of the Tower Facility Lessee’s covenant not to so assign or Licensed Space by any other party. Any permitted sublet or to be an acceptance of the assignee shall expressly assume, and become bound by, all or Sublessee as a Lessee or to be a release of Licensee’s the Lessee from is obligations under this AgreementLease. Licensor may freely assign, transfer, or sublease this Agreement and, in such event, Licensor The Lessee shall be relieved of responsible for all of its obligations under this Agreement from Lessor’s reasonable and after actual costs associated with the date of such assignment Assignment or transfer. Licensee shall pay Licensor Sublease, including but not limited to a management review fee of $500.00 (which fee shall increase annually on each anniversary 500, plus all of Lessor’s reasonable legal review fees.. Payment of these fees does not in any way guarantee the approval of the Commencement Date by a percentage rate increase equal assignment or sublease. The Lessee shall pay to the Annual Escalator) in each instance in Lessor, as and when the same becomes due under any permitted sublease, on half of any rent, additional rent and other sums received by the Lessee on account of such subletting which Licensee requests Licensor shall exceed the rent payable to consent to an assignment of this Agreement or in which Licensee seeks an estoppel certificate, non-disturbance agreement, subordination agreement or other similar agreement to defray the administrative cost Lessor hereunder and any reasonable expenses incurred by Licensor to process the Lessee in connection with such requests, prepare and process any necessary documentation, and modify its database and other information systems to reflect any such agreement. Such fee is due upon submission of Licensor’s request and is hereby deemed fully earned by Licensor upon receipt. Notwithstanding anything to the contrary, Licensor may condition its consent to any assignment, on among other things, (i) requiring that the assignee execute a new form of license agreement so long as the Monthly License Fee and Initial and Renewal Terms of such agreement are consistent with those set forth in this Agreement, and (ii) requiring the assignee to demonstrate that it maintains at the time of such assignment, as evidenced by current financial statements provided to Licensor, a financial position reasonably demonstrating the ability of such assignee to meet and perform the obligations of Licensee hereunder through the unexpired balance of the then current Initial Term or Renewal Term. Any purported assignment by Licensee in violation of the terms of this Agreement shall be void. This Agreement shall be binding upon the successors and permitted assigns of both Partiessubletting.